U S PLASTIC LUMBER CORP
JUNIOR PARTICIPATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>g84055exv10w3.txt
<DESCRIPTION>JUNIOR PARTICIPATION AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.3


                         JUNIOR PARTICIPATION AGREEMENT


         This Junior Participation Agreement ("Agreement") dated effective as of
July __, 2003 (the "Effective Date"), is entered into among GUARANTY BUSINESS
CREDIT CORPORATION ("GBCC"), and _______________________________________________
_________________________________________________, (together with its successors
and any permitted assigns) collectively the "Participant."

                                    RECITALS:

A. GBCC and U.S. Plastic Lumber Ltd., a Delaware Corporation ("Company") have
entered into that certain Loan and Security Agreement dated as of December 19,
2002, as amended, modified and restated from time to time, including as amended
by the Second Amendment as hereinafter defined (the "Loan Agreement").
Capitalized terms herein, but not otherwise defined in this Agreement, shall
have the meanings given to them in the Loan Agreement. Pursuant to the terms of
the Loan Agreement, a copy of which has been received by Participant, GBCC has
established various credit facilities for and has made loans to the Company.

B. Company and Participant are desirous of GBCC making Special Advances (as
defined below) to Company in an amount up to Seven Hundred and Fifty Thousand
Dollars ($750,000) for the Company's working capital. In order to induce GBCC to
make the requested loan, Participant wishes to purchase from GBCC and GBCC is
willing to grant, sell and transfer to Participant, an undivided subordinated
participation interest in the Special Advances of up to Seven Hundred and Fifty
Thousand Dollars ($750,000) on the terms and conditions set forth in this
Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:

Definitions.  As used in this Agreement:

         "Funding Date" shall have the meaning set forth in Section 3 hereof.

         "Loan Agreement" shall have the meaning set forth in Recital A.

         "Participation Interest" means a 100% participation interest in the
portion of the Obligations constituting Special Advances being purchased by the
Participant from GBCC hereunder.

         "Second Amendment" means that certain Second Amendment to Loan and
Security Agreement and Limited Waiver of Defaults of even date between Guaranty
Business Credit Corporation, a Delaware corporation and U.S. Plastic Lumber
Ltd., a Delaware corporation.

         "Special Advance Subline" shall have the meaning set forth in the
Second Amendment.


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<PAGE>

1. Sale of Participation. GBCC hereby grants, sells and transfers to Participant
a 100% participation interest in the Special Advances in a total amount up to
but not exceeding Seven Hundred and Fifty Thousand Dollars ($750,000).

2. Purchase Price.

         (a) In consideration of the Participant's purchase of the Participation
Interest in the Special Advances, the Participant irrevocably and
unconditionally agrees to pay to GBCC the aggregate amount of up to Seven
Hundred and Fifty Thousand Dollars ($750,000) in immediately available funds on
the Funding Date in accordance with paragraph 7 of the Second Amendment.

         (b) Pursuant to the terms of the Second Amendment, the Company may
request advances under the Special Advance Subline as set forth in paragraph 7
of the Second Amendment. The parties agree, and by the signature of Company
below, Company agrees and acknowledges that GBCC shall have no obligation to
make any advances under the Special Advance Subline unless the advance is fully
funded by Participant pursuant to Participant's Participation Interest in the
manner set forth herein. Participant shall have no obligation to provide the
funds required to fund a Special Advance unless and until the Company requests a
Special Advance in accordance with the Second Amendment.

3. Funding. Upon Company requesting a Special Advance in accordance with
paragraph 7 of the Second Amendment, Participant shall pay to GBCC in
immediately available funds, an amount equal to the amount of the Special
Advance request of Company. Such payment shall constitute Participant's payment
to GBCC for the purchase price of the Participation Interest in such Special
Advance. To be obligated to make the requested Special Advance to Company, GBCC
must receive the entire amount of Participant's funds not later than two (2)
Business Days after the date designated by Company for funding of the Special
Advance (the "Funding Date"). If for any reason GBCC does not receive such funds
within the time frame set forth herein, GBCC shall have the right (but not the
obligation), in accordance with the Second Amendment, to make the Special
Advance with any funds remitted by Participant to GBCC. If GBCC receives funds
for a Special Advance from Participant and, in accordance with the Second
Amendment, determines not to advance such funds to Company, GBCC shall return
such funds to Participant within two (2) Business Days after such determination.
If GBCC receives the amount of a Special Advance from the Special Advance
Participant after 12:00 PM Pacific time on a Business Day, such amount shall be
deemed received on the next Business Day. All payments by Participant to GBCC
shall be sent by wire transfer to GBCC's bank account as follows:

                            -----------------------

                            -----------------------

                            -----------------------

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<PAGE>

4. Distribution of Principal and Interest. Principal and accrued interest in
respect to all or any portion of the Special Advances shall be payable to
Participant only after the Other Obligations (as defined in the Second
Amendment) have been paid and satisfied in full and the credit accommodations of
GBCC to Company have been permanently terminated and all letters of credit (if
any) are fully secured by cash collateral in a manner satisfactory to GBCC in
its discretion. The principal of the Special Advances and any interest thereon
shall be payable by GBCC to Participant only under the terms herein and only out
of any monies, if any, which GBCC actually receives and is entitled to retain
under the Transaction Documents in excess of amounts necessary to pay and
satisfy in full the Other Obligations. Such excess monies, if any, shall be paid
by GBCC to Participant but in no event shall the aggregate amount so paid exceed
the amount of the Special Advances plus any interest accrued thereon.

5. Particular Terms and Conditions. The grant, sale and transfer of the
Participation Interest and the purchase, acceptance, and assumption thereof by
Participant pursuant to this Agreement, are expressly subject to each of the
following terms and conditions (unless waived in writing by GBCC), each of which
is expressly acknowledged, agreed and consented to by Participant:

         (a) Until all Other Obligations have been paid and satisfied in full,
all amounts received by GBCC in respect of the Obligations, including, without
limitation, all payments and prepayments, all proceeds of collateral, and all
other amounts at any time collected by GBCC from or for the account of Company
or any Guarantor of the Loan Agreement, shall be applied in such manner as GBCC
shall determine in its sole discretion and notwithstanding any directive by
anyone to the contrary. Without limiting GBCC's discretion, in the ordinary
course GBCC intends to apply such collections as follows: (i) to GBCC for all
amounts payable under the Loan Agreement and Transaction Documents for accrued
but unpaid interest with respect to the Other Obligations and fees and expenses
to which GBCC is entitled to reimbursement under the terms of the Transaction
Documents or this Agreement; (ii) all other out-of-pocket expenses incurred by
GBCC in performing its obligations under this Agreement or to which GBCC is
otherwise entitled to reimbursement under the terms hereunder; (iii) to payment
in full of the remaining Other Obligations, including all interest with respect
to the Other Obligations and costs, fees and charges due GBCC after the entry of
an order for relief against Company or any Guarantor in any bankruptcy or
insolvency case or proceeding, whether or not such interest, cost, fees and
charges would be an allowed claim in such proceeding, and (iv) to the Special
Advances and interest thereon constituting the Participation Interest.

         (b) All transactions hereunder or in connection with the Transaction
Documents shall be conducted solely in the name of GBCC without any notice to
Participant required. Participant shall have no right to exercise any rights or
remedies under the Transaction Documents and no right to approve or direct the
taking or refraining from taking of any action thereunder, at any time, and GBCC
shall retain exclusively, all rights to exercise, or refrain from exercising,
all rights and remedies under the Transaction Documents, with or without notice
to or consent of Participant. GBCC is not a fiduciary or trustee of Participant
and shall have no duties or obligations to Participant not expressly set forth
herein.

         (c) GBCC may, in its sole discretion, but without any obligation to do
so, make loans or advances in excess of the Borrowing Base and Facility Limit,
whether or not the aggregate



                                       3
<PAGE>

liquidation value of the collateral equals or exceeds the resulting aggregate
unpaid balance of the Obligations, or take or refrain from taking any other
action under or in connection with the Transaction Documents.

         (d) The provisions of this Agreement are intended to and shall be
enforceable at all times, notwithstanding the commencement or continuation of
any bankruptcy or insolvency proceeding. In the event of any bankruptcy or
insolvency proceeding involving the Company, GBCC may consent to the use of cash
collateral or the use, sale or disposition of other collateral pursuant to the
terms of the Bankruptcy Code, extend credit to the Company pursuant to the
Bankruptcy Code and/or take any other action in connection with such bankruptcy
or insolvency proceeding as GBCC may deem appropriate in its sole discretion, in
each case without requirement of any notice to or consent by the Participant. In
any such bankruptcy or insolvency proceeding, claims in respect of the Special
Advances may be filed by GBCC as a separate proof of claim, separate and
distinct from any proof of claim filed with respect to the principal, accrued
interest and other amounts owing on or in respect of the Other Obligations.

         (e) In the event that monies received by GBCC on account of the
Obligations are required by a court of law, by settlement or otherwise to be
repaid to the Company or any representative thereof (including, without
limitation, a trustee in bankruptcy or receiver) or to any other person, the
Participant shall, promptly upon demand, pay to GBCC for the benefit of GBCC, an
amount, if any, equal to the aggregate amount of payments, if any, which have
been distributed to Participant under this Agreement but not to exceed the
amount so repaid by GBCC, whereupon Participant's Participation Interest shall
automatically be reinstated to the extent of such payments to GBCC under this
section 5(e).

         (f) The rights sold, transferred and assigned to the Participant under
this Agreement may not be reassigned, pledged or transferred by the Participant
without the prior written consent of GBCC, which consent shall be exercised in
the reasonable credit judgment of GBCC.

         (g) Until the Obligations owing to GBCC have been paid in full, and the
lending arrangements between GBCC and the Company have been permanently
terminated, any payment (including, without limitation, by direct payment,
exercise of right of offset or otherwise) or distribution of any kind or
character, whether in cash, securities or other property, which would otherwise
(but for the provisions of this Agreement) be payable or deliverable in respect
of the Participation Interest shall be paid or delivered directly to GBCC.
Without the prior written consent of GBCC, Participant shall not exercise any
right of offset or recoupment.

         (h) The rights of GBCC as against the Participant and the rights and
obligations of the Participant, in each case as provided by the terms of this
Agreement, shall remain in full force and effect without regard to, and shall
not be impaired by any circumstance, including, without limitation, (i) any act
or failure to act on the part of GBCC ; (ii) any amendment, modification,
waiver, forbearance or indulgence in respect of the Transaction Documents agreed
to or granted by GBCC; (iii) any increase or decrease of the maximum of the
Borrowing Base or the Facility Limit, or the provisions of additional credit
facilities under the Transaction Documents; (iv) any change in the manner, place
or terms of payment of all or any part of the Obligations or renewal, extension,
modification, rearrangement, refinancing or refunding of all or any part of the




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<PAGE>

Obligations or any amendment, modification, waiver of, addition or supplement
to, deletion from or compromise, release, consent or any other action in respect
of the Transaction Documents or of any of the collateral which may be made by
GBCC ; (v) any exercise or non-exercise by GBCC of any right, power, privilege
or remedy under or in respect of the Transaction Documents or any waiver of any
such right, power, privilege or remedy or of any default in respect thereof, any
failure by GBCC to act in a commercially reasonable manner, or any neglect,
delay, omission or failure or refusal to take or prosecute any action for the
collection of all or any part of the Obligations or to take or prosecute any
action in connection with any of the Transaction Documents or the collateral;
(vi) any receipt by GBCC of any security, or the failure by GBCC to perfect or
maintain perfection of any security interest in any property; (vii) any mergers
or consolidation of the Company, GBCC, or any of their respective subsidiaries
into or with any other person, or any sale, lease or transfer of any or all of
the assets of such person or of any of their respected subsidiaries to any other
person; (viii) any sale, exchange, release, surrender or realization upon, in
any order, or the failure to do any of the foregoing, of any part of the
collateral; (ix) any settlement or compromise of the Obligations or any portion
thereof; (x) subordination of the payment of or any part of the Obligations
(including, without limitation, any portion thereof, which is subject to the
Participation Interest) to the payment of any obligations, indebtedness or
liabilities which may be due or become due to GBCC by the Company or as a result
of the extension of financing to the Company pursuant to the terms of the
Bankruptcy Code; (xi) the release of all or any one or more of the Company or
any Guarantors; (xii) or the absence of any notice to, consent of or knowledge
by, the Participant of the existence or occurrence of any of the events set
forth in the foregoing subsections (l) through (xi) preceding

         (i) No amounts paid by the Participant to purchase a Participation
Interest shall be considered a loan by the Participant to GBCC. Neither shall
GBCC have any obligation to repurchase any Participation Interest under any
circumstances.

         (j) To the extent not previously paid by Company, the Participant shall
promptly pay to and reimburse GBCC for all costs and expenses incurred by GBCC
in connection with (i) any enforcement of rights or any exercise of remedies
against the Company or (ii) in respect of the collateral, in either case to the
extent any such actions directly or indirectly result in the collection of
amounts which are paid to Participant under this Agreement (in the proportion
that the aggregate amount of such payments to the Participant bears to the total
amount collected by GBCC and paid to GBCC from and after the date GBCC exercises
default rights and remedies to collect the Obligations or upon the cessation of
any further lending arrangements between GBCC and the Company).

         (k) In the event that any action, claim or demand of any kind shall be
asserted against GBCC in connection with or with respect to the Obligations or
the Transaction Documents, or GBCC's administration thereof, (including, without
limitation, any actions based on any tort theory), the Participant agrees to
bear its proportionate share of, and indemnify GBCC against, all damages and
liabilities and all amounts paid in satisfaction or compromise of any such
action, claim or demand, and all expenses, costs and attorneys' fees paid or
incurred by GBCC in connection therewith, except in respect of damages and
liabilities determined by a final, non-appealable judgment by a court of
competent jurisdiction to have been caused by GBCC's willful misconduct.




                                       5
<PAGE>

         (l) Participant has no interest in any fees payable by the Company or
any Guarantor under the Transaction Documents.

6. Payments Held in Trust. GBCC and Participant each agree that any amounts
either may have received to which the other party is entitled pursuant to the
terms of this Agreement will be held for such entitled party and will be paid to
such other party promptly upon receipt thereof.

7. Independent Credit Decision. The Participant hereby (a) acknowledges that it
has received such documents and information as Participant has deemed
appropriate to make its own independent credit and legal analysis and decision
to enter into this Agreement, and (b) agrees that it will, independently and
without reliance upon GBCC, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit and legal
analysis in connection with the rights and interests purchased by the
Participant under this Agreement. The Participant acknowledges that GBCC has
made no representations or warranties, express or implied, as to the loans, the
letters of credit, the Company, the Transaction Documents, the collateral or the
transactions thereunder, or the legal validity, enforceability or collectibility
thereof.

8. GBCC; Duties and Obligations. GBCC shall have no duties or obligations to the
Participant under the Transaction Documents. GBCC shall not be liable for any
action taken or omitted to be taken by it under this Agreement or any Loan
Document unless such action or omission is expressly prohibited by the terms of
this Agreement, and shall not be responsible for the consequences of any error
of judgment. GBCC at all times shall act as an independent contractor with
respect to the Participant and the Participation Interest, and shall not be an
agent, trustee or fiduciary for the Participant. In no event shall GBCC have any
liability or responsibility to the Participant except for actions taken or
omitted to be taken by Agent which constitute willful misconduct. GBCC may rely
on legal counsel, independent public accountants and other experts or
professionals selected or accepted by it and shall not be liable for any action
taken or omitted to be taken in GBCC's business judgment in accordance with
advice of any such legal counsel, accountants, experts or other professionals.
The Participant shall have no duties or rights held by GBCC in its capacity
under the Transaction Documents.

9. Withholding Tax. If GBCC shall be required by law to deduct and withhold
taxes or other charges imposed by any jurisdiction ("Taxes") from any amounts
payable to the Participant with respect to the loans or the Participation
Interest because the Participant is a Non-Exempt Person (as hereinafter
defined), GBCC shall be entitled to do so with respect to the Participant's
interest in such payment (all withheld amounts being deemed paid to the
Participant). A "Non-Exempt Person" is any person other than a person who is
either (a) a United States person or (b) has on file with GBCC for the year
involved such duly-executed form(s) or statement(s) which may, from time to
time, be prescribed by law and which, pursuant to applicable provisions of (i)
an income tax treaty between the United States and the country of residence of
such person, (ii) the United States Internal Revenue Code of 1986, as amended
and as such may hereafter be amended, or (iii) any applicable rules or
regulations in effect under clauses (i) or (ii) preceding, permit GBCC to make
such payments free of any obligation or liability for withholding. The
Participant agrees to indemnify GBCC against and to hold GBCC harmless from any
taxes,



                                       6
<PAGE>

interest, penalties and attorneys' fees arising from any failure of GBCC to
withhold taxes from payments made to the Participant in reliance upon any
representation or document made or provided by the Participant to GBCC, it being
agreed that (x) GBCC shall be absolutely and unconditionally entitled to accept
any such representation or document as being true and correct in all respects
and to fully rely thereon without any obligation or responsibility to
investigate the same, and (y) the Participant shall, upon request of GBCC and at
the Participant's sole cost and expense, defend any claim relating to the
foregoing indemnification, by counsel selected by GBCC and reasonably
satisfactory to Participant. The Participant represents to GBCC that the
Participant is not a Non-Exempt Person and that GBCC is not obligated under
applicable law to withhold taxes on any sums paid to the Participant pursuant to
this Agreement. Contemporaneously with the execution of this Agreement, and from
time to time as necessary during the term of this Agreement, the Participant
shall deliver to GBCC evidence reasonably satisfactory to GBCC substantiating
that the Participant is not a Non-Exempt Person and that GBCC is not obligated
under applicable law to withhold taxes on sums paid to the Participant with
respect to the loans or the Participation Interest or otherwise.

10. Representations and Warranties.

         (a) GBCC makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties, or representations
made in or in connection with the Transaction Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency, or value of the
Loan Agreement or any other Loan Document, makes no representation or warranty
in connection with, and assumes no responsibility with respect to, the solvency,
financial condition, or statements of the Company or any Guarantor or the
performance or observance by any of the Company or any Guarantor of such
obligations under any of the Transaction Documents.

         (b) The Participant hereby represents and warrants that: (i) if not a
natural person, it is duly organized and existing and, in any case, has full
power and authority to take, and has taken, all action necessary to execute and
deliver this Agreement and any other documents required or permitted to be
executed or delivered by it in connection with this Agreement, and in
fulfillment of its obligations hereunder; (ii) no notices to, or consents,
authorizations, or approvals of, any Person are required for its due execution,
delivery, and performance of this Agreement, and no further action by, or notice
to, or filing with, any Person is required of it for such execution, delivery or
performance; (iii) the financial accommodations afforded to the Company as a
result of the Participant's entering into and performing this Agreement inure to
the benefit of the Participant, and the Participant will receive direct and
indirect benefit from the execution of this Agreement, (iv) this Agreement has
been duly executed and delivered by the Participant and constitutes the legal,
valid, and binding obligation of the Participant, enforceable against the
Participant in accordance with the terms hereof subject, as to enforcement, to
bankruptcy, insolvency, moratorium, reorganization, and other laws of general
application relating to or affecting creditors' rights and to general equitable
principles, (v) the Participant's execution and delivery of this Agreement and
performance of and compliance with the terms hereof will not constitute a
default (or an event which with notice or lapse of time or both would constitute
a default) under, or result in the breach of, any material contract, agreement
or instrument to which the Participant is a party or which may be applicable to
the Participant or



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<PAGE>

any of its assets, (vi) the Participant is currently informed of the financial
condition of each of the Company and any and all other persons obligated in
respect of the Obligations and of all other circumstances which a diligent
inquiry would reveal and which bear upon the risk of nonpayment of the
Obligations, (vii) the Participant has had an opportunity to review the books
and records of the Company and is familiar with the value of the collateral, and
has adequate means to obtain, on a continuing basis, information concerning the
financial condition of the Company or any Guarantor, (viii) GBCC has not made
any representation, warranty or statement to the Participant in order to induce
the Participant to execute this Agreement, (ix) the Participant is purchasing
the Participation hereunder for its own account in respect of a commercial
transaction made in the ordinary course of its business and not with a view to
or in connection with any subdivision, resale, or distribution thereof and (x)
the Participant can bear the economic risk related to the purchase of the
Participation Interest.

11. Effective Date; Conditions; Deliveries.

         (a) This Agreement shall be effective on the date that the following
conditions precedent shall have been satisfied:

                  (i) this Agreement shall be executed and delivered by GBCC,
         the Participant , the Company and all Guarantors;

                  (ii) the Second Amendment has been fully executed and
         delivered and the conditions precedent thereunder have been satisfied;
         and

                  (iii) if applicable, the Participant shall have delivered to
         GBCC, documentation evidencing (1) the existence of the Participant,
         (2) authorization of this Agreement and the actions to be taken by the
         Participant in connection herewith, (3) incumbency and due
         authorization of the person executing this Agreement on behalf of the
         Participant, all in form and substance satisfactory to GBCC and (4) an
         opinion of counsel for the Participant (if not a natural person)
         addressing this Agreement and the Participant's execution, delivery and
         performance thereof, in form and substance satisfactory to GBCC.

         (b) Promptly following the execution of this Agreement each party to
this Agreement shall deliver to the other an executed counterpart of this
Agreement.

12. Equivalent Value. The Participant acknowledges and agrees that the value of
the benefits sold, transferred and assigned to the Participant under this
Agreement equals or exceeds the amount payable by the Participant in
consideration therefor.

13. Further Assurances. GBCC and the Participant each hereby agrees to execute
and deliver such other instruments, and take such other action, as either party
may reasonably request from the other in connection with the transactions
contemplated by this Agreement, including the delivery of any notices or other
documents or instruments to the Company or GBCC, which may be required in
connection with the assignment contemplated hereby.



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<PAGE>

14. INDEMNIFICATION. THE PARTICIPANT HEREBY UNCONDITIONALLY AND IRREVOCABLY
AGREES TO INDEMNIFY GBCC, AND ITS RESPECTIVE OFFICERS, EMPLOYEES AND
REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (EACH AN
"INDEMNIFIED PERSON"), WITH RESPECT TO AND HOLD SUCH PERSONS HARMLESS FROM ANY
AND ALL CLAIMS, LOSS, LIABILITY AND DEMANDS OF ANY KIND (INCLUDING, WITHOUT
LIMITATION, ALL COSTS AND EXPENSES ARISING IN CONNECTION THEREWITH, INCLUDING
REASONABLE ATTORNEYS' FEES) BY ANY PERSON OR ENTITY WHATSOEVER, ARISING OUT OF
OR RELATING TO THE PARTICIPANT'S PURCHASE OF ITS PARTICIPATION INTEREST AS
PROVIDED FOR HEREIN, INCLUDING, WITHOUT LIMITATION, THE PARTICIPANT'S MAKING OF
SUCH PURCHASE OR ITS RIGHT TO DO SO, THE FUNDS (OR THE SOURCE THEREOF) EMPLOYED
BY THE PARTICIPANT IN MAKING PAYMENT FOR SUCH PURCHASE, AND ANY CLAIMS OF ANY
OTHER PERSON.

15. Miscellaneous.

         (a) Any amendment or waiver of any provision of this Agreement shall be
in writing and signed by all of the parties hereto. No failure or delay by any
party in exercising any right, power, or privilege hereunder shall operate as a
waiver thereof, and any waiver of any breach of the provisions of this Agreement
shall be without prejudice to any rights with respect to any other or further
breach thereof.

         (b) The Participant shall pay its own costs and expenses incurred in
connection with the negotiation, preparation, execution, and performance of this
Agreement.

         (c) This Agreement may be executed in any number of counterparts. A
telecopy of any such executed counterpart shall be deemed valid as an original.

         (d) All notices, demands, and requests that any party is required or
elects to give to any other shall be in writing, or by a telecommunications
device capable of creating a written record, and any such notice shall become
effective (i) upon personal delivery thereof, including, but not limited to,
delivery by overnight mail and courier service, (ii) three (3) days after it
shall have been mailed by United States mail, first class, certified or
registered, with postage prepaid, or (iii) in the case of notice by such a
telecommunications device, when properly transmitted, in each case addressed to
the party to be notified as follows:




                                       9
<PAGE>

                           If to GBCC:

                           Guaranty Business Credit Corporation
                           333 S. Grand Avenue, Suite 1650
                           Los Angeles, CA 90071
                           Attention:  Portfolio Manager

                           with a copy to:

                           Jenkens & Gilchrist, LLP
                           12100 Wilshire Blvd, Suite 1500
                           Los Angeles, CA 90025
                           Attention: Gary Samson, Esq.


                           If to the Company:

                           U.S. Plastic Lumber, Ltd.
                           2300 Glades Road, Suite 440
                           West Boca Raton, FL 33431
                           Attention: Chief Executive Officer

                           If to the Participant:

                          ---------------------------

                          ---------------------------

                          ---------------------------

                          ---------------------------


or to such other address as each party may designate for itself by like notice.
Failure or delay in delivering copies of any notice, demand, request, consent,
approval, declaration, or other communication to the persons designated above to
receive copies shall not adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration, or other communication.


         (e) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA. GBCC and Participant each irrevocably
submits to the non-exclusive jurisdiction of any court sitting in the State of
California, County of Los Angeles, over any suit, action, or proceeding arising
out of or relating to this Agreement and irrevocably agrees that all claims in
respect of such action or proceeding may be heard and determined in such court.
Each party to this Agreement hereby irrevocably waives, to the fullest extent it
may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding.

         (f) GBCC, AND THE PARTICIPANT EACH HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A



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<PAGE>

TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION DOCUMENTS
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR
WRITTEN).

         THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN
THE PARTIES.





         THIS AGREEMENT HAS BEEN EXECUTED OUTSIDE THE STATE OF FLORIDA.



                                       GUARANTY BUSINESS CREDIT CORPORATION:



                                       By:
                                          --------------------------------------
                                       Its:
                                           -------------------------------------



                                       PARTICIPANT:



                                       By:
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                                       Its:
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                                       By:
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                                       Its:
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                                       By:
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                                       Its:
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<PAGE>
         The undersigned hereby agree and consent to the terms and conditions of
the foregoing Agreement.


                                       U.S. PLASTIC LUMBER LTD.




                                       By:
                                          --------------------------------------
                                       Its:
                                           -------------------------------------



                                       U.S. PLASTIC LUMBER IP CORPORATION
                                       (Guarantor)



                                       By:
                                          --------------------------------------
                                       Its:
                                           -------------------------------------


                                       U.S. PLASTIC LUMBER CORP.
                                       (Guarantor)


                                       By:
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                                       Its:
                                           -------------------------------------



                                       U.S. PLASTIC FINANCE CORPORATION
                                       (Guarantor)


                                       By:
                                          --------------------------------------
                                       Its:
                                           -------------------------------------




                                       12




</TEXT>
</DOCUMENT>
