<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>v173776_sc13ga.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)
                    INFORMATION TO BE INCLUDED IN STATEMENTS
                  FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
                AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

                               (AMENDMENT NO. 4)*


                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
                       -----------------------------------
                                (Name of Issuer)


                    Common Stock, par value $0.0001 per share
                    ----------------------------------------
                         (Title of Class of Securities)


                                    973812100
                                    ---------
                                 (CUSIP Number)


                                December 31, 2009
                                -----------------
             (Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

      |_|   Rule 13d-1 (b)
      |X|   Rule 13d-1 (c)
      |_|   Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 973812100
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: PSource Structured Debt Limited
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION: Guernsey

--------------------------------------------------------------------------------
NUMBER OF    5     SOLE VOTING POWER:  0 shares of Common Stock.*
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6     SHARED VOTING POWER:  4,545,616 shares of Common Stock.*
OWNED BY     -------------------------------------------------------------------
EACH         7     SOLE DISPOSITIVE POWER:  0 shares of Common Stock.*
REPORTING    -------------------------------------------------------------------
PERSON       8     SHARED DISPOSITIVE POWER:  4,545,616 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,545,616  shares of Common Stock*

--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   |X|

--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:         9.99%*

--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON:     OO

--------------------------------------------------------------------------------
* Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares")
issued and outstanding of Windswept Environmental Group, Inc., a Delaware
corporation (the "Company") as disclosed on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was
the last report filed by the Company reporting the number of issued and
outstanding Shares of the Company. The Company has not filed any public filing
describing its outstanding Shares or the number of issued and outstanding Shares
of the Company since the 10-Q. The Reporting Persons have no reason to believe
that the information regarding the number of issued and outstanding Shares of
the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens
U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"),
Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt
Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and
Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible
Term Note in the aggregate principal amount of $1,023,154, which is convertible
into Shares at a conversion rate of $0.09 per Share, subject to certain
adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares
at an exercise price of $0.10 per Share, subject to certain adjustments (the
"Warrant"), (iii) an option to purchase up to 27,381,523 Shares at an exercise
price of $0.0001 per Share, subject to certain adjustments (the "2005 Option"),
(iv) an option to purchase up to 11,145,000 Shares an at exercise price of
$0.0001 per Share, subject to certain adjustments (the "2006 Option") and (v)
2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the
2006 Option contains an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). With respect to the Warrant
and the 2005 Option, the Issuance Limitation may be waived by the Investors upon
at least 75 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). In the case
of the Term Note and the 2006 Option, the Issuance Limitation may be waived by
the Investors upon at least 61 days prior notice to the Company and shall also
become automatically null and void following notice to the issuer of the
occurrence and/or continuance of an Event of Default (as defined in and pursuant
to the terms of the applicable instrument) or upon receipt by the holder of a
Notice of Redemption from the issuer (as defined in and pursuant to the terms of
the applicable instrument). PSource is managed by Laurus Capital Management, LLC
("LCM"), subject to certain preapproval rights of the board of directors of
PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the securities owned
by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this
Schedule 13G, as amended.
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 973812100
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Laurus Capital Management, LLC
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669

--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

--------------------------------------------------------------------------------
NUMBER OF    5     SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6     SHARED VOTING POWER: 4,545,616 shares of Common Stock.*
OWNED BY     -------------------------------------------------------------------
EACH         7     SOLE DISPOSITIVE POWER: 0 shares of Common Stock.*
REPORTING    -------------------------------------------------------------------
PERSON       8     SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,545,616 shares of Common Stock

--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   |X|

--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:                 9.99%*

--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON:     OO

--------------------------------------------------------------------------------
* Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares")
issued and outstanding of Windswept Environmental Group, Inc., a Delaware
corporation (the "Company") as disclosed on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was
the last report filed by the Company reporting the number of issued and
outstanding Shares of the Company. The Company has not filed any public filing
describing its outstanding Shares or the number of issued and outstanding Shares
of the Company since the 10-Q. The Reporting Persons have no reason to believe
that the information regarding the number of issued and outstanding Shares of
the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens
U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"),
Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt
Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and
Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible
Term Note in the aggregate principal amount of $1,023,154, which is convertible
into Shares at a conversion rate of $0.09 per Share, subject to certain
adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares
at an exercise price of $0.10 per Share, subject to certain adjustments (the
"Warrant"), (iii) an option to purchase up to 27,381,523 Shares at an exercise
price of $0.0001 per Share, subject to certain adjustments (the "2005 Option"),
(iv) an option to purchase up to 11,145,000 Shares an at exercise price of
$0.0001 per Share, subject to certain adjustments (the "2006 Option") and (v)
2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the
2006 Option contains an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). With respect to the Warrant
and the 2005 Option, the Issuance Limitation may be waived by the Investors upon
at least 75 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). In the case
of the Term Note and the 2006 Option, the Issuance Limitation may be waived by
the Investors upon at least 61 days prior notice to the Company and shall also
become automatically null and void following notice to the issuer of the
occurrence and/or continuance of an Event of Default (as defined in and pursuant
to the terms of the applicable instrument) or upon receipt by the holder of a
Notice of Redemption from the issuer (as defined in and pursuant to the terms of
the applicable instrument). PSource is managed by Laurus Capital Management, LLC
("LCM"), subject to certain preapproval rights of the board of directors of
PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the securities owned
by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this
Schedule 13G, as amended.
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 973812100
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:      20-8903266

--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

--------------------------------------------------------------------------------
NUMBER OF    5     SOLE VOTING POWER:  0 shares of Common Stock.*
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6     SHARED VOTING POWER:  4,545,616 shares of Common Stock.*
OWNED BY     -------------------------------------------------------------------
EACH         7     SOLE DISPOSITIVE POWER:  0 shares of Common Stock.*
REPORTING    -------------------------------------------------------------------
PERSON       8     SHARED DISPOSITIVE POWER:  4,545,616 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,545,616 shares of Common Stock*

--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   |X|

--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:         9.99%*

--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON:     OO

--------------------------------------------------------------------------------
* Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares")
issued and outstanding of Windswept Environmental Group, Inc., a Delaware
corporation (the "Company") as disclosed on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was
the last report filed by the Company reporting the number of issued and
outstanding Shares of the Company. The Company has not filed any public filing
describing its outstanding Shares or the number of issued and outstanding Shares
of the Company since the 10-Q. The Reporting Persons have no reason to believe
that the information regarding the number of issued and outstanding Shares of
the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens
U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"),
Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt
Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and
Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible
Term Note in the aggregate principal amount of $1,023,154, which is convertible
into Shares at a conversion rate of $0.09 per Share, subject to certain
adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares
at an exercise price of $0.10 per Share, subject to certain adjustments (the
"Warrant"), (iii) an option to purchase up to 27,381,523 Shares at an exercise
price of $0.0001 per Share, subject to certain adjustments (the "2005 Option"),
(iv) an option to purchase up to 11,145,000 Shares an at exercise price of
$0.0001 per Share, subject to certain adjustments (the "2006 Option") and (v)
2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the
2006 Option contains an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). With respect to the Warrant
and the 2005 Option, the Issuance Limitation may be waived by the Investors upon
at least 75 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). In the case
of the Term Note and the 2006 Option, the Issuance Limitation may be waived by
the Investors upon at least 61 days prior notice to the Company and shall also
become automatically null and void following notice to the issuer of the
occurrence and/or continuance of an Event of Default (as defined in and pursuant
to the terms of the applicable instrument) or upon receipt by the holder of a
Notice of Redemption from the issuer (as defined in and pursuant to the terms of
the applicable instrument). PSource is managed by Laurus Capital Management, LLC
("LCM"), subject to certain preapproval rights of the board of directors of
PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the securities owned
by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this
Schedule 13G, as amended.
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 973812100
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd.
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands

--------------------------------------------------------------------------------
NUMBER OF    5     SOLE VOTING POWER:  0 shares of Common Stock.*
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6     SHARED VOTING POWER:  4,545,616 shares of Common Stock.*
OWNED BY     -------------------------------------------------------------------
EACH         7     SOLE DISPOSITIVE POWER:  0 shares of Common Stock.*
REPORTING    -------------------------------------------------------------------
PERSON       8     SHARED DISPOSITIVE POWER:  4,545,616 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,545,616 shares of Common Stock*

--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   |X|

--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:         9.99%*

--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON:     CO

--------------------------------------------------------------------------------
* Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares")
issued and outstanding of Windswept Environmental Group, Inc., a Delaware
corporation (the "Company") as disclosed on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was
the last report filed by the Company reporting the number of issued and
outstanding Shares of the Company. The Company has not filed any public filing
describing its outstanding Shares or the number of issued and outstanding Shares
of the Company since the 10-Q. The Reporting Persons have no reason to believe
that the information regarding the number of issued and outstanding Shares of
the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens
U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"),
Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt
Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and
Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible
Term Note in the aggregate principal amount of $1,023,154, which is convertible
into Shares at a conversion rate of $0.09 per Share, subject to certain
adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares
at an exercise price of $0.10 per Share, subject to certain adjustments (the
"Warrant"), (iii) an option to purchase up to 27,381,523 Shares at an exercise
price of $0.0001 per Share, subject to certain adjustments (the "2005 Option"),
(iv) an option to purchase up to 11,145,000 Shares an at exercise price of
$0.0001 per Share, subject to certain adjustments (the "2006 Option") and (v)
2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the
2006 Option contains an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). With respect to the Warrant
and the 2005 Option, the Issuance Limitation may be waived by the Investors upon
at least 75 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). In the case
of the Term Note and the 2006 Option, the Issuance Limitation may be waived by
the Investors upon at least 61 days prior notice to the Company and shall also
become automatically null and void following notice to the issuer of the
occurrence and/or continuance of an Event of Default (as defined in and pursuant
to the terms of the applicable instrument) or upon receipt by the holder of a
Notice of Redemption from the issuer (as defined in and pursuant to the terms of
the applicable instrument). PSource is managed by Laurus Capital Management, LLC
("LCM"), subject to certain preapproval rights of the board of directors of
PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the securities owned
by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this
Schedule 13G, as amended.
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 973812100
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp.
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:      26-0811267

--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

--------------------------------------------------------------------------------
NUMBER OF    5     SOLE VOTING POWER:  0 shares of Common Stock.*
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6     SHARED VOTING POWER:  4,545,616 shares of Common Stock.*
OWNED BY     -------------------------------------------------------------------
EACH         7     SOLE DISPOSITIVE POWER:  0 shares of Common Stock.*
REPORTING    -------------------------------------------------------------------
PERSON       8     SHARED DISPOSITIVE POWER:  4,545,616 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,545,616 shares of Common Stock*

--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   |X|

--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:         9.99%*

--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON:     CO

--------------------------------------------------------------------------------
* Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares")
issued and outstanding of Windswept Environmental Group, Inc., a Delaware
corporation (the "Company") as disclosed on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was
the last report filed by the Company reporting the number of issued and
outstanding Shares of the Company. The Company has not filed any public filing
describing its outstanding Shares or the number of issued and outstanding Shares
of the Company since the 10-Q. The Reporting Persons have no reason to believe
that the information regarding the number of issued and outstanding Shares of
the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens
U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"),
Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt
Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and
Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible
Term Note in the aggregate principal amount of $1,023,154, which is convertible
into Shares at a conversion rate of $0.09 per Share, subject to certain
adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares
at an exercise price of $0.10 per Share, subject to certain adjustments (the
"Warrant"), (iii) an option to purchase up to 27,381,523 Shares at an exercise
price of $0.0001 per Share, subject to certain adjustments (the "2005 Option"),
(iv) an option to purchase up to 11,145,000 Shares an at exercise price of
$0.0001 per Share, subject to certain adjustments (the "2006 Option") and (v)
2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the
2006 Option contains an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). With respect to the Warrant
and the 2005 Option, the Issuance Limitation may be waived by the Investors upon
at least 75 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). In the case
of the Term Note and the 2006 Option, the Issuance Limitation may be waived by
the Investors upon at least 61 days prior notice to the Company and shall also
become automatically null and void following notice to the issuer of the
occurrence and/or continuance of an Event of Default (as defined in and pursuant
to the terms of the applicable instrument) or upon receipt by the holder of a
Notice of Redemption from the issuer (as defined in and pursuant to the terms of
the applicable instrument). PSource is managed by Laurus Capital Management, LLC
("LCM"), subject to certain preapproval rights of the board of directors of
PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the securities owned
by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this
Schedule 13G, as amended.
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 973812100
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON:  Valens Capital Management, LLC
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345

--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

--------------------------------------------------------------------------------
NUMBER OF    5     SOLE VOTING POWER:  0 shares of Common Stock.*
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6     SHARED VOTING POWER:  4,545,616 shares of Common Stock.*
OWNED BY     -------------------------------------------------------------------
EACH         7     SOLE DISPOSITIVE POWER:  0 shares of Common Stock.*
REPORTING    -------------------------------------------------------------------
PERSON       8     SHARED DISPOSITIVE POWER:  4,545,616 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,545,616 shares of Common Stock*

--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   |X|

--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:         9.99%*

--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON:     OO

--------------------------------------------------------------------------------
* Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares")
issued and outstanding of Windswept Environmental Group, Inc., a Delaware
corporation (the "Company") as disclosed on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was
the last report filed by the Company reporting the number of issued and
outstanding Shares of the Company. The Company has not filed any public filing
describing its outstanding Shares or the number of issued and outstanding Shares
of the Company since the 10-Q. The Reporting Persons have no reason to believe
that the information regarding the number of issued and outstanding Shares of
the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens
U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"),
Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt
Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and
Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible
Term Note in the aggregate principal amount of $1,023,154, which is convertible
into Shares at a conversion rate of $0.09 per Share, subject to certain
adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares
at an exercise price of $0.10 per Share, subject to certain adjustments (the
"Warrant"), (iii) an option to purchase up to 27,381,523 Shares at an exercise
price of $0.0001 per Share, subject to certain adjustments (the "2005 Option"),
(iv) an option to purchase up to 11,145,000 Shares an at exercise price of
$0.0001 per Share, subject to certain adjustments (the "2006 Option") and (v)
2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the
2006 Option contains an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). With respect to the Warrant
and the 2005 Option, the Issuance Limitation may be waived by the Investors upon
at least 75 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). In the case
of the Term Note and the 2006 Option, the Issuance Limitation may be waived by
the Investors upon at least 61 days prior notice to the Company and shall also
become automatically null and void following notice to the issuer of the
occurrence and/or continuance of an Event of Default (as defined in and pursuant
to the terms of the applicable instrument) or upon receipt by the holder of a
Notice of Redemption from the issuer (as defined in and pursuant to the terms of
the applicable instrument). PSource is managed by Laurus Capital Management, LLC
("LCM"), subject to certain preapproval rights of the board of directors of
PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the securities owned
by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this
Schedule 13G, as amended.
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 973812100
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON:     David Grin

--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION:  United States and Israel

--------------------------------------------------------------------------------
NUMBER OF    5     SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6     SHARED VOTING POWER: 4,545,616 shares of Common Stock.*
OWNED BY     -------------------------------------------------------------------
EACH         7     SOLE DISPOSITIVE POWER: 0 shares of Common Stock.*
REPORTING    -------------------------------------------------------------------
PERSON       8     SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,545,616 shares of Common Stock*

--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   |X|

--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:        9.99%*

--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON:     IN

--------------------------------------------------------------------------------
* Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares")
issued and outstanding of Windswept Environmental Group, Inc., a Delaware
corporation (the "Company") as disclosed on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was
the last report filed by the Company reporting the number of issued and
outstanding Shares of the Company. The Company has not filed any public filing
describing its outstanding Shares or the number of issued and outstanding Shares
of the Company since the 10-Q. The Reporting Persons have no reason to believe
that the information regarding the number of issued and outstanding Shares of
the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens
U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"),
Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt
Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and
Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible
Term Note in the aggregate principal amount of $1,023,154, which is convertible
into Shares at a conversion rate of $0.09 per Share, subject to certain
adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares
at an exercise price of $0.10 per Share, subject to certain adjustments (the
"Warrant"), (iii) an option to purchase up to 27,381,523 Shares at an exercise
price of $0.0001 per Share, subject to certain adjustments (the "2005 Option"),
(iv) an option to purchase up to 11,145,000 Shares an at exercise price of
$0.0001 per Share, subject to certain adjustments (the "2006 Option") and (v)
2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the
2006 Option contains an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). With respect to the Warrant
and the 2005 Option, the Issuance Limitation may be waived by the Investors upon
at least 75 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). In the case
of the Term Note and the 2006 Option, the Issuance Limitation may be waived by
the Investors upon at least 61 days prior notice to the Company and shall also
become automatically null and void following notice to the issuer of the
occurrence and/or continuance of an Event of Default (as defined in and pursuant
to the terms of the applicable instrument) or upon receipt by the holder of a
Notice of Redemption from the issuer (as defined in and pursuant to the terms of
the applicable instrument). PSource is managed by Laurus Capital Management, LLC
("LCM"), subject to certain preapproval rights of the board of directors of
PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the securities owned
by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this
Schedule 13G, as amended.
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 973812100
--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON:     Eugene Grin

--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY

--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION:  United States

--------------------------------------------------------------------------------
NUMBER OF    5     SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES       -------------------------------------------------------------------
BENEFICIALLY 6     SHARED VOTING POWER: 4,545,616 shares of Common Stock.*
OWNED BY     -------------------------------------------------------------------
EACH         7     SOLE DISPOSITIVE POWER: 0 shares of Common Stock.*
REPORTING    -------------------------------------------------------------------
PERSON       8     SHARED DISPOSITIVE POWER: 4,545,616 shares of Common Stock.*
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
      4,545,616 shares of Common Stock

--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   |X|

--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:                 9.99%*

--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON:     IN

--------------------------------------------------------------------------------
* Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares")
issued and outstanding of Windswept Environmental Group, Inc., a Delaware
corporation (the "Company") as disclosed on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was
the last report filed by the Company reporting the number of issued and
outstanding Shares of the Company. The Company has not filed any public filing
describing its outstanding Shares or the number of issued and outstanding Shares
of the Company since the 10-Q. The Reporting Persons have no reason to believe
that the information regarding the number of issued and outstanding Shares of
the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens
U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"),
Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt
Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and
Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible
Term Note in the aggregate principal amount of $1,023,154, which is convertible
into Shares at a conversion rate of $0.09 per Share, subject to certain
adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares
at an exercise price of $0.10 per Share, subject to certain adjustments (the
"Warrant"), (iii) an option to purchase up to 27,381,523 Shares at an exercise
price of $0.0001 per Share, subject to certain adjustments (the "2005 Option"),
(iv) an option to purchase up to 11,145,000 Shares an at exercise price of
$0.0001 per Share, subject to certain adjustments (the "2006 Option") and (v)
2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the
2006 Option contains an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). With respect to the Warrant
and the 2005 Option, the Issuance Limitation may be waived by the Investors upon
at least 75 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). In the case
of the Term Note and the 2006 Option, the Issuance Limitation may be waived by
the Investors upon at least 61 days prior notice to the Company and shall also
become automatically null and void following notice to the issuer of the
occurrence and/or continuance of an Event of Default (as defined in and pursuant
to the terms of the applicable instrument) or upon receipt by the holder of a
Notice of Redemption from the issuer (as defined in and pursuant to the terms of
the applicable instrument). PSource is managed by Laurus Capital Management, LLC
("LCM"), subject to certain preapproval rights of the board of directors of
PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the securities owned
by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this
Schedule 13G, as amended.
<PAGE>

Item 1(a).  Name of Issuer: Windswept Environmental Group, Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:
            100 Sweeneydale Avenue, Bay Shore, New York 11706

Item 2(a).  Name of Person Filing: Laurus Capital Management, LLC

            This Schedule 13G, as amended, is also filed on behalf of PSource
            Structured Debt Limited, a closed ended company incorporated with
            limited liability in Guernsey, Valens U.S. SPV I, LLC, a Delaware
            limited liability company, Valens Offshore SPV I, Ltd., a Cayman
            Islands limited company, Valens Capital Management, LLC, a Delaware
            limited liability company, Valens Offshore SPV II, Corp., a Delaware
            corporation, Eugene Grin and David Grin. Laurus Capital Management,
            LLC manages PSource Structured Debt Limited, subject to certain
            preapproval rights of the board of directors of PSource Structured
            Debt Limited. Valens Capital Management, LLC manages Valens U.S. SPV
            I, LLC, Valens Offshore SPV I, Ltd., and Valens Offshore SPV II,
            Corp., Eugene Grin and David Grin, through other entities, are the
            controlling principals of Laurus Capital Management, LLC and Valens
            Capital Management, LLC and share voting and investment power over
            the securities owned by PSource Structured Debt Limited, Valens U.S.
            SPV I, LLC, Valens Offshore SPV I, Ltd., and Valens Offshore SPV II,
            Corp. Information related to each of PSource Structured Debt
            Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens
            Offshore SPV II, Corp., Valens Capital Management, LLC, Eugene Grin
            and David Grin is set forth on Appendix A hereto.

Item 2(b).  Address of Principal Business Office or if none, Residence:
            335 Madison Avenue, 10th Floor, New York, NY 10017

Item 2(c).  Citizenship: Delaware

Item 2(d).  Title of Class of Securities: Common Stock ("Common Stock")

Item 2(e).  CUSIP Number: 973812100

Item 3.     Not Applicable

Item 4.     Ownership:
     (a) Amount Beneficially Owned: 4,545,616 shares of Common Stock
     (b) Percent of Class: 9.99%*
     (c) Number of shares as to which such person has:
            (i)   sole power to vote or to direct the vote: 0 shares of Common
                  Stock.*
            (ii)  shared power to vote or to direct the vote: 4,545,616
                  shares of Common Stock.*
            (iii) sole power to dispose or to
                  direct the disposition of: 0 shares of Common Stock.*
            (iv)  shared power to dispose or to direct the disposition of:
                  4,545,616 shares of Common Stock.*

--------------------------------------------------------------------------------
* Based on 43,713,709 shares of common stock par value $0.0001 (the "Shares")
issued and outstanding of Windswept Environmental Group, Inc., a Delaware
corporation (the "Company") as disclosed on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008 (the "10-Q"), which was
the last report filed by the Company reporting the number of issued and
outstanding Shares of the Company. The Company has not filed any public filing
describing its outstanding Shares or the number of issued and outstanding Shares
of the Company since the 10-Q. The Reporting Persons have no reason to believe
that the information regarding the number of issued and outstanding Shares of
the Company contained in the 10-Q is inaccurate. As of December 31, 2009, Valens
U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Off. I"),
Valens Offshore SPV II, Corp. ("Valens Off. II") and PSource Structured Debt
Limited ("PSource," and together with the Valens OFF. II, Valens Off.I and
Valens US, the "Investors") held (i) an Amended and Restated Secured Convertible
Term Note in the aggregate principal amount of $1,023,154, which is convertible
into Shares at a conversion rate of $0.09 per Share, subject to certain
adjustments (the "Term Note"), (ii) warrants to purchase up to 13,750,000 Shares
at an exercise price of $0.10 per Share, subject to certain adjustments (the
"Warrant"), (iii) an option to purchase up to 27,381,523 Shares at an exercise
price of $0.0001 per Share, subject to certain adjustments (the "2005 Option"),
(iv) an option to purchase up to 11,145,000 Shares an at exercise price of
$0.0001 per Share, subject to certain adjustments (the "2006 Option") and (v)
2,757,656 Shares. Each of the Term Note, the Warrant, the 2005 Option and the
2006 Option contains an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). With respect to the Warrant
and the 2005 Option, the Issuance Limitation may be waived by the Investors upon
at least 75 days prior notice to the Company and shall automatically become null
and void upon the occurrence and/or continuance of an event of default (as
defined in and pursuant to the terms of the applicable instrument). In the case
of the Term Note and the 2006 Option, the Issuance Limitation may be waived by
the Investors upon at least 61 days prior notice to the Company and shall also
become automatically null and void following notice to the issuer of the
occurrence and/or continuance of an Event of Default (as defined in and pursuant
to the terms of the applicable instrument) or upon receipt by the holder of a
Notice of Redemption from the issuer (as defined in and pursuant to the terms of
the applicable instrument). PSource is managed by Laurus Capital Management, LLC
("LCM"), subject to certain preapproval rights of the board of directors of
PSource. Valens Off. I, Valens OFF. II and Valens US are managed by Valens
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the securities owned
by PSource, Valens US, Valens Off. I and Valens OFF. II reported in this
Schedule 13G, as amended.
<PAGE>

Item 5.     Ownership of Five Percent or Less of a Class:
            Not applicable

Item 6.     Ownership of More than Five Percent on Behalf of Another Person:
            Not applicable

Item 7.     Identification and Classification of Subsidiary Which Acquired the
            Securities:  Not applicable

Item 8.     Identification and Classification of Members of the Group:
            Not applicable

Item 9.     Notice of Dissolution of Group: Not applicable

Item 10.    Certification:

            By signing below, I certify to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                    February 12, 2010
                                    -----------------
                                    Date

                                    LAURUS CAPITAL MANAGEMENT, LLC

                                    /s/ Eugene Grin
                                    --------------
                                    Eugene Grin
                                    Principal
<PAGE>

APPENDIX A


A. Name:                   PSource Structured Debt Limited, a closed ended
                           company with limited liability incorporated in
                           Guernsey

   Business Address:       335 Madison Avenue, 10th Floor
                           New York, New York 10017

   Place of Organization:  Guernsey

B. Name:                   Valens U.S. SPV I, LLC, a Delaware limited liability
                           company

   Business Address:       335 Madison Avenue, 10th Floor
                           New York, New York 10017

   Place of Organization:  Delaware

C. Name:                   Valens Offshore SPV I, Ltd., a Cayman Islands limited
                           company

   Business Address:       335 Madison Avenue, 10th Floor
                           New York, New York 10017

   Place of Organization:  Cayman Islands

D. Name:                   Valens Offshore SPV II, Corp.

   Business Address:       335 Madison Avenue, 10th Floor
                           New York, New York 10017

   Place of Organization:  Delaware

E. Name:                   Valens Capital Management, LLC, a Delaware limited
                           liability company

   Business Address:       335 Madison Avenue, 10th Floor,
                           New York, New York 10017

   Place of Organization:  Delaware

F. Name:                   Eugene Grin
                           335 Madison Avenue, 10th Floor
                           New York, New York 10017

   Principal Occupation:   Principal of Laurus Capital Management, LLC

   Citizenship:            United States

G. Name:                   David Grin

   Business Address:       335 Madison Avenue, 10th Floor
                           New York, New York 10017

   Principal Occupation:   Principal of Laurus Capital Management, LLC

   Citizenship:            United States and Israel
<PAGE>

Each of Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Offshore SPV
II, Corp., PSource Structured Debt, Valens Capital Management, LLC, Eugene Grin
and David Grin hereby agree, by their execution below, that the Schedule 13G, as
amended, to which this Appendix A is attached is filed on behalf of each of
them, respectively.

PSource Structured Debt Limited


By:  Laurus Capital Management, LLC
Individually and as investment manager

/s/ Eugene Grin
---------------------------------
Eugene Grin
Principal
February 12, 2010


Valens U.S. SPV I, LLC

Valens Offshore SPV I, Ltd.

Valens Offshore SPV II, Corp.

Valens Capital Management, LLC

By:  Valens Capital Management, LLC
Individually and as investment manager

/s/ Eugene Grin
---------------------------------
Eugene Grin
Principal
February 12, 2010


/s/ David Grin
---------------------------------
David Grin, on his individual behalf
February 12, 2010


/s/ Eugene Grin
---------------------------------
Eugene Grin, on his individual behalf
February 12, 2010

</TEXT>
</DOCUMENT>