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                                                                    EXHIBIT 10.4

                    SUBORDINATION AND INTERCREDITOR AGREEMENT

         THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this "Agreement") dated
as of June 15, 2001 is entered into between Bank of America, N.A., as Agent
("Agent"), and Halifax Fund, L.P. ("Halifax").

                                       RECITALS

         A.       U.S. Plastic Lumber Corp., a Nevada corporation ("USPL"), is
indebted to Senior Banks pursuant to the Senior Credit Documents. All Senior
Indebtedness is secured by a first priority continuing Lien on all Senior Bank
Collateral.

         B.       USPL is indebted to Halifax pursuant to the Halifax Documents.
All Halifax Indebtedness is to be secured by a second priority continuing Lien
on all Senior Bank Collateral.

         C.       Agent and Halifax have entered into this Agreement to set
forth, among other things, the relative priority of their respective Liens on,
and their respective rights with respect to, the Senior Bank Collateral.

       NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Agent and Halifax hereby agree as
follows:

         SECTION 1. Certain Definitions. The following terms shall have the
following meanings for purposes of this Agreement (including the background
recitals hereto):

         "Agent" - see the Preamble.

         "Bankruptcy Code" means Chapter 11 of title 11 of the United States
Code (11 U.S.C. ss. 101 et seq.), as amended from time to time, and any
successor statute, and all rules and regulations promulgated thereunder.

         "Credit Parties" means USPL and the Guarantors.

         "Debentures" means the 2000 Debenture and the 2001 Debenture.

         "Guarantors" means the "Guarantors" under and as defined in the Senior
Credit Agreement.

         "Halifax" - see the Preamble.

         "Halifax Documents" means and includes the documents relating to the
issuance of the Debentures and the Series D Preferred Stock and all other
agreements, documents and instruments set forth on Schedule 1 hereto, and all
other agreements, documents and instruments evidencing any replacement,
substitution, refunding, renewal or refinancing of or for all or any
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part of the Halifax Indebtedness, in each case as amended, restated,
supplemented or otherwise modified and in effect from time to time, to the
extent permitted pursuant to the terms hereof.

         "Halifax Indebtedness" means all indebtedness, liabilities and other
obligations of any and every kind and nature now existing or hereafter arising,
contingent or otherwise, of USPL or any other Person under, in connection with,
or evidenced or secured by the Halifax Documents, in each case including,
without limitation, obligations to pay (i) principal, (ii) interest or premium
(including interest accruing after the commencement of any Proceeding, whether
or not constituting an allowed claim in such Proceeding), (iii) dividends, (iv)
fees, (v) costs, expenses and other amounts related to any indemnity against
loss, damage or liability and (vi) any other monetary obligation.

         "Hedging Obligations" has the meaning ascribed thereto in the Senior
Credit Agreement.

         "Holders" means the holders of the Debentures and the Series D
Preferred Stock.

         "Junior Security" means (i) any common stock of USPL, (ii) any
preferred stock of USPL which is not mandatorily redeemable prior to the 91(st)
day after the payment in full in cash of all Senior Indebtedness and (iii) any
debt securities issued by USPL which are expressly subordinated to the Senior
Indebtedness at least to the extent set forth herein.

         "Lien" means any lien, claim, charge, pledge, security interest,
assignment, hypothecation, deed of trust, mortgage, lease, conditional sale,
retention of title, or other preferential arrangement having substantially the
same economic effect as any of the foregoing, whether voluntary or imposed by
law.

         "Other Senior Default" - see Section 2.3(b).

         "Payment Blockage Period" - see Section 2.3(b).

         "Person" means any natural person, corporation, general or limited
partnership, limited liability company, firm, trust, association, government,
governmental agency or other entity, whether acting in an individual, fiduciary
or other capacity.

         "Proceeding" means, with respect to any Person, any (a) insolvency,
bankruptcy, receivership, liquidation, reorganization, readjustment, composition
or other similar proceeding relating to such Person or its Property or creditors
in such capacity, (b) proceeding for any liquidation, dissolution or other
winding-up of such Person, voluntary or involuntary, whether or not involving
insolvency or proceedings under the Bankruptcy Code, whether partial or complete
and whether by operation of law or otherwise, (c) assignment for the benefit of
creditors of such Person or (d) other marshaling of the assets of such Person.


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         "Property" means, with respect to any Person, all property and
interests in property of such Person, whether real, personal or mixed, whether
now owned or existing or hereafter acquired or arising and wheresoever located.

         "Senior Banks" means the "Banks" under and as defined in the Senior
Credit Agreement and any affiliate of any such Bank to which USPL owes any
Hedging Obligations.

         "Senior Bank Collateral" means all of each Credit Party's Property,
whether now owned or existing or hereafter acquired or arising and wheresoever
located, including, without limitation, (i) all of each Credit Party's accounts,
machinery, equipment, fixtures, inventory, goods, chattel paper, general
intangibles, investment property, instruments and documents, (ii) all real
property and interests in real property (including leasehold interests) of each
Credit Party and (iii) all accessions to, substitutions for and replacements,
products and proceeds of all of the foregoing Property.

         "Senior Commitment" means the "Commitment" under and as defined in the
Senior Credit Agreement.

         "Senior Credit Agreement" means the Credit Agreement dated as of June
30, 2000 among USPL, Agent and Senior Banks, as amended or otherwise modified
from time to time.

         "Senior Credit Documents" means and includes (i) the Senior Credit
Agreement, all notes issued thereunder or in connection therewith and all
security agreements, guaranties, pledge agreements, mortgages, deeds of trust
and other agreements, documents and instruments now or at any time hereafter
entered into or delivered by any Credit Party or other Person pursuant thereto,
or evidencing any replacement, substitution, refunding, renewal or refinancing
of or for all or any part of, the Senior Indebtedness, and (ii) all agreements
between USPL and any Senior Bank which given rise to any Hedging Obligations, in
each case as amended, restated, supplemented or otherwise modified and in effect
from time to time, to the extent permitted pursuant to the terms hereof.

         "Senior Default Notice" - see Section 2.3(b).

         "Senior Enforcement Action" means any of the following: (a)
acceleration by Senior Banks of all or any part of the Senior Indebtedness; (b)
commencement of any Proceeding with respect to any Credit Party; (c) initiation
of any suit or action, including any Proceeding, against or with respect to any
Credit Party or other Person to enforce payment of or to collect the whole or
any part of the Senior Indebtedness; or (d) the taking by Agent of any action
under the provisions of any state or federal law, including, without limitation,
the Bankruptcy Code or the UCC, to enforce, foreclose upon, take possession of
or sell any Property of any Credit Party or any other Person on account of all
or any part of the Senior Indebtedness, including, any Senior Bank Collateral.


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         "Senior Indebtedness" means all indebtedness, liabilities and other
obligations of any and every kind and nature now existing or hereafter arising,
contingent or otherwise, of any Credit Party or any other Person under, in
connection with, or evidenced or secured by the Senior Credit Agreement and the
other Senior Credit Documents, in each case including, without limitation,
obligations to pay (i) principal, (ii) interest (including interest accruing
after the commencement of any Proceeding, whether or not constituting an allowed
claim in such Proceeding), (iii) fees, (iv) termination payments, (v) costs,
expenses and other amounts related to any indemnity against loss, damage or
liability and (vi) any other monetary obligation.

         "Series D Preferred Stock" means the $ ________ Series D preferred
stock, 15% coupon, $.001 par value per share, issued by USPL to Halifax on
_______, 2000.

         "2001 Debenture" means the $4,000,000 18% Convertible Debenture due May
31, 2002 issued by USPL to Halifax.

         "2000 Debenture" means the $7,500,000 5% Convertible Debenture due
February 2, 2005 issued by USPL to Halifax.

         "UCC" means the Uniform Commercial Code, as in effect from time to time
in any applicable jurisdiction.

         "USPL" - see the Recitals.

All terms used but not otherwise defined herein but defined in the UCC shall
have the respective meanings provided in the UCC.

         SECTION 2. Lien Priorities; Payments.

         2.1      Subordination. Notwithstanding the date, manner or order of
grant, attachment or perfection of the Liens on all or any part of the Senior
Bank Collateral granted to Agent and Halifax, and notwithstanding the provisions
of the UCC or any other applicable law or decision, or the terms or provisions
of the Senior Credit Documents or the Halifax Documents, respectively, or any
other circumstance whatsoever, Halifax hereby agrees that (a) Agent and each of
the Senior Banks shall have a first, prior, senior and continuing Lien on all of
the Senior Bank Collateral to secure the prompt and complete payment,
performance and observance of all Senior Indebtedness and (b) any Lien on all or
any part of the Senior Bank Collateral now or hereafter held by Halifax or any
other Holder, regardless of when or how acquired, whether by grant, statute,
operation of law, subrogation or otherwise, shall be in all respects and for all
purposes subject to, junior to and subordinate to all Liens on all or any part
of the Senior Collateral granted to or held by Agent or any of the Senior Banks.

         2.2      Prohibition on Contesting Liens. Halifax agrees not to
challenge, to seek to avoid or subordinate or to contest, or directly or
indirectly to support any other Person in challenging, seeking to avoid or
subordinate or contesting, in any judicial or other proceeding (including,


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without limitation, any Proceeding) the priority, validity, extent, perfection
or enforceability of any Lien held by Agent or any Senior Bank in all or any
part of the Senior Bank Collateral.

         2.3      Payments. (a) Notwithstanding any provision of this Agreement
to the contrary, (i) at all times prior to the earlier to occur of (x) the
commencement of any Proceeding and (y) the receipt by Halifax of notice from
Agent of the commencement of any other Senior Enforcement Action, Halifax and
Holders may accept from any Credit Party regularly scheduled payments of
principal, interest and/or dividends at the respective times and in the
respective amounts required pursuant to the Halifax Documents without regard to
whether such payments constitute proceeds of Senior Bank Collateral; (ii) the
Halifax Obligations may be converted into or exchanged for Junior Securities;
and (iii) Halifax may receive and retain any payment made solely in Junior
Securities.

         (b)      Except as provided in Section 2.3(a)(ii) and (iii), no direct
or indirect payment (including by way of set-off) by any Credit Party in respect
of the Halifax Obligations, whether upon acceleration or otherwise, shall be
made if at the time of such payment there exists (x) a default in the payment
when due (whether upon acceleration or otherwise) of any principal of, or any
interest on or fees included in, any Senior Indebtedness; or (y) subject to the
following sentences of this paragraph, a matured event of default (other than a
default specified in the preceding clause (x)) under the Senior Credit Agreement
(an "Other Senior Default") and Halifax and USPL have received notice from Agent
or any Senior Bank, in the manner specified in Section 16 hereof, of such event
of default (a "Senior Default Notice"), provided that Halifax may receive, and
apply to the payment of the 2001 Debenture, 50% of the proceeds received by USPL
from any sale-leaseback transaction entered into by USPL with respect to the
real property located in Chicago, Illinois. With respect to any Other Senior
Default, the period during which no payment on account of Halifax Obligations
may be made to or retained by Halifax shall commence only upon giving of a
Senior Default Notice as provided above and shall end at the first to occur of
(x) completion of the 180th day after the beginning of such period, (y) the cure
or waiver of all defaults existing at the time of the applicable Senior Default
Notice or (z) the payment in full in cash of the Senior Indebtedness (the
"Payment Blockage Period"). Upon termination of any Payment Blockage Period,
USPL may resume payments on account of the Halifax Obligations (including any
missed payments) subject to the provisions of Section 2.3(a). Only one Senior
Default Notice may be given in any period of 360 consecutive days, and no Other
Senior Default which was in existence on the date of a Senior Default Notice may
be used as the basis for a subsequent Senior Default Notice (it being understood
that any action, or breach of a financial covenant, which occurs after the date
on which a Senior Default Notice is given that, in either case, would give rise
to a matured event of default pursuant to any provision of the Senior Credit
Agreement under which a matured event of default existed shall constitute a new
matured event of default for purposes of this paragraph).


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         SECTION 3. Enforcement.

         3.1      No Exercise of Remedies.

         (a)      Unless and until Agent and each Senior Bank shall have
received indefeasible payment in full in cash of all Senior Indebtedness and the
Senior Credit Documents and all Senior Commitments thereunder shall have
terminated pursuant to the respective terms and provisions thereof, except for
its receipt of payments expressly permitted by Section 2.3, neither Halifax nor
any other Holder shall exercise any right or remedy in respect of all or any
part of the Senior Bank Collateral and Halifax and each Holder agrees not to
take or receive from any Credit Party, directly or indirectly, in cash or other
Property or by set-off or in any other manner, whether pursuant to any
enforcement, collection, execution, levy or foreclosure proceeding or otherwise,
all or any part of the Senior Bank Collateral. Without limiting the generality
of the foregoing, unless and until Agent and each Senior Bank shall have
received indefeasible payment in full in cash of all Senior Indebtedness and the
Senior Credit Documents and all Senior Commitments thereunder shall have
terminated pursuant to the respective terms and provisions thereof, (i) neither
Halifax nor any other Holder shall exercise or otherwise assert any right or
remedy in respect of all or any part of the Senior Bank Collateral or any Lien
thereon; (ii) the sole right of Halifax with respect to the Senior Bank
Collateral shall be to hold a Lien thereon to the extent granted pursuant to the
Halifax Documents and to receive proceeds thereof remaining after such payment
and termination; and (iii) without the prior written consent of Agent, neither
Halifax nor any other Holder shall exercise any right Halifax may have under the
Halifax Documents or under the UCC or other applicable law to deliver any
notices to account debtors informing them of Halifax's interest in any accounts
of any Credit Party or directing such account debtors to make payments in any
particular manner of amounts due in respect of any such account.

         3.2      Cooperation. Halifax agrees that, unless and until Agent and
each Senior Bank shall have received indefeasible payment in full in cash of all
Senior Indebtedness and the Senior Credit Documents and all Senior Commitments
thereunder shall have terminated pursuant to the respective terms and provisions
thereof, neither Halifax nor any other Holder will commence, or join with any
creditor other than Agent in commencing, any enforcement, collection, execution,
levy or foreclosure proceeding with respect to any Lien held by it in, or
otherwise with respect to, all or any part of the Senior Bank Collateral,
including, without limitation, petitioning, filing or joining in any involuntary
Proceeding pursuant to Section 303 of the Bankruptcy Code.

         3.3      Judgment Liens. Notwithstanding the provisions of Section 3.1
and 3.2, if Halifax obtains a final judgment against any Credit Party for any
unpaid amount payable in respect of the Halifax Indebtedness and, as a result of
such judgment, Halifax obtains a judgment Lien on any property of any Credit
Party, then Halifax may take any action permitted by applicable law to enforce
such judgment Lien against such property (subject, if such property constitutes
Senior Bank Collateral, to the rights of the Agent arising under applicable law
with respect to such property).


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         SECTION 4. Liquidation; Dissolution; Bankruptcy. In the event of any
Proceeding involving any Credit Party, or any sale, transfer or other
disposition of all or substantially all of the assets of any Credit Party:

         (a)      Halifax agrees:

         (i)      that Senior Banks may consent to the use of cash collateral or
the provision of financing to Credit Parties on such terms and conditions and in
such amounts as Senior Banks, in their sole discretion, may decide and that, in
connection with such cash collateral usage or such financing, as the case may
be, each Credit Party (or a trustee appointed for the estate of any Credit
Party) may grant to Agent, for the benefit of Agent and Senior Banks, Liens on
all of such Credit Party's Property, which Liens (x) shall secure payment,
performance and observance of all Senior Indebtedness (whether such Senior
Indebtedness arose prior to the commencement of any Proceeding or at any time
thereafter) and (y) shall be superior in priority to the Liens in favor of
Halifax on any Property of any Credit Party;

         (ii)     that it will not object to or oppose a sale or other
disposition of any Property of any Credit Party securing all or any part of the
Senior Indebtedness free and clear of Liens or other claims of Halifax under
Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code
if Senior Banks have consented to such sale or disposition;

         (iii)    agrees that it will not seek to have the automatic stay lifted
with respect to any Senior Bank Collateral, to appoint a Chapter 11 trustee
under Section 1104 of the Bankruptcy Code or to convert or dismiss such
Proceeding under Section 1112 of the Bankruptcy Code, in each case without the
prior written consent of Agent;

         (iv)     to waive in any Proceeding under the Bankruptcy Code any claim
it may now or hereafter have under Section 1111(b)(2) of the Bankruptcy Code,
including, without limitation, any such claim arising out of the election by
Senior Banks of the application of Section 1111(b)(2) of the Bankruptcy Code,
and/or any borrowing or grant of a security interest under Section 364 of the
Bankruptcy Code by any Credit Party, as debtor in possession; and

         (v)      that to the extent it receives any "adequate protection" for
any interest it may have in any Senior Bank Collateral in any Proceeding, it
will (A) if such "adequate protection" is in the form of cash or cash
equivalents, deliver such "adequate protection" to the Agent to be applied to,
or held as collateral for (and, if liquidated, applied against), the Senior
Indebtedness, and (B) if such "adequate protection" is in any other form, assign
such "adequate protection" to the Agent to be held as collateral for (and, if
liquidated, to be applied against) the Senior Indebtedness, in each case until
all Senior Indebtedness has been fully satisfied or is no longer outstanding.


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         (b)      Halifax shall not, directly or indirectly, take any action or
vote in any way that would be in violation of, or inconsistent with, or result
in a breach of, this Agreement or challenge or contest in any Proceeding, or in
connection with any other enforcement, collection, execution, levy or
foreclosure proceeding or otherwise, (i) the validity, perfection, priority or
enforceability of any Liens held by Agent or any Senior Bank to secure the
payment, performance or observance of all or any part of the Senior
Indebtedness, (ii) the rights of Agent and Senior Banks set forth in any of the
Senior Credit Documents with respect to such Liens, or (iii) the validity or
enforceability of any of the Senior Credit Documents or any term, condition or
provision of this Agreement.

         (c)      Subject to the limitations set forth in this Agreement,
Halifax may file proofs of claim and other pleadings and motions with respect to
the Senior Bank Collateral in such Proceeding.

         (d)      Halifax shall execute and deliver to Agent all such
instruments and other documentation confirming the above authorizations and all
such proofs of claim, assignments of claim and other instruments and
documentation, and shall take all such other action as may be reasonably
requested by Agent to enforce such claims and carry out the purpose of this
Section 4.

         (e)      The agreements of Halifax set forth in this Section 4 are
solely for the benefit of the Agent and each Senior Bank. Without limiting the
foregoing, no agreement of Halifax set forth in this Section 4, and no action or
inaction of Halifax in accordance with the terms hereof (including, without
limitation, any failure to object to any sale or other disposition of property
or any waiver of any right) shall constitute a relinquishment by Halifax of any
Lien it may have on any property of any Credit Party (other than property which
has been sold or otherwise disposed of by such Credit Party as provided above)
or a waiver by Halifax of any priority it may have over any other creditor of
any Credit Party.

         SECTION 5. Insurance and Condemnation; Releases of Liens; Effect of
Refinancing.

         (a)      Unless and until Agent and each Senior Bank shall have
received indefeasible payment in full in cash of all Senior Indebtedness and the
Senior Credit Documents and all Senior Commitments thereunder shall have
terminated pursuant to the respective terms and provisions thereof, (i) Halifax
agrees that Agent shall have the sole and exclusive right to adjust settlement
with respect to any insurance coverage for any Senior Bank Collateral and (ii)
all proceeds of any insurance policy, and proceeds of any condemnation or
similar proceeding, covering all or any part of the Senior Bank Collateral shall
be paid to Agent for application pursuant to the Senior Credit Documents. If
Senior Banks allow any portion of any proceeds of any insurance, condemnation or
similar award with respect to any Senior Bank Collateral to be used by any
Credit Party to repair or replace the Senior Bank Collateral affected, Halifax
agrees to take promptly all action reasonably requested by Agent to permit such
use.


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         (b)      If Agent releases any of its Liens on all or any part of the
Senior Bank Collateral in connection with the sale or other disposition thereof
(including the sale of all or a portion of the stock or assets of USPL and/or
any subsidiary thereof) or pursuant to any Senior Enforcement Action by Agent or
any Senior Bank or otherwise (other than in connection with a refinancing as
described in Sections 5(c) and 5(d) below), Halifax shall thereupon promptly
execute and deliver to Agent such termination statements and releases as Agent
shall reasonably request to effect the release of Halifax's Lien thereon. In
furtherance of the foregoing, Halifax hereby appoints Agent as its
attorney-in-fact, with full authority in the place and stead of Halifax and full
power of substitution and in the name of Halifax or otherwise, to execute and
deliver any document or instrument which Halifax is required to deliver pursuant
to this Section 5(b), such appointment being coupled with an interest and
irrevocable.

         (c)      Halifax agrees that if the Senior Indebtedness is refinanced,
(i) all Liens of Halifax on the Senior Bank Collateral will continue to be
junior and subordinate to the Liens of the replacement lender or lenders (or any
agent therefor) and (ii) in order to evidence such subordination, Halifax shall,
upon the request of any Credit Party or such replacement lender or lenders (or
any agent therefor), execute and deliver to such replacement lender or lenders
(or any agent therefor) a subordination and intercreditor agreement containing
terms no less favorable to Halifax than this Agreement (and prior to such
execution and delivery, all of the terms of this Agreement shall inure to the
benefit of such replacement lender or lenders (or such agent) as if such Person
or Persons were the original Senior Banks hereunder).

         (d)      Without limiting clause (c) above, Halifax agrees that if the
2001 Debentures held by Halifax have been paid in full, then in connection with
any refinancing of all or any part of the Senior Indebtedness at the request of
a Credit Party, and provided that the new lender under the refinancing (the "New
Lender") shall have so requested, Halifax shall promptly execute and deliver to
the Agent such documents as the Agent shall reasonably request to effect the
release of Halifax's Lien with respect to 50% of the then outstanding Halifax
Indebtedness on any Senior Bank Collateral which is being released by the Agent
in connection with such refinancing, provided that: (i) the New Lender has
entered into an intercreditor agreement containing terms no less favorable to
Halifax then this Agreement (except for the fact that only 50% of the remaining
Halifax Indebtedness shall be secured); and (ii) the New Lender shall not have
consented to the continuation of Halifax's Lien with respect to all of the
Halifax Indebtedness. Halifax shall be under no obligation to effect the
foregoing release if any portion of the 2001 Debentures held by Halifax shall
remain outstanding.

         SECTION 6. When Proceeds Must Be Paid Over. If any proceeds of Senior
Bank Collateral are received by Halifax or any Holder for application to the
Halifax Indebtedness - other than as expressly permitted by the terms of this
Agreement, such proceeds shall be received by such Person in trust for the
benefit of Agent and Senior Banks and such Person shall promptly turn over such
proceeds to Agent (in the same form as received, with any necessary
endorsement), for application (in the case of cash) to, or as Senior Bank
Collateral (in the case of non-cash Property or securities) for, the payment or
prepayment of the Senior Indebtedness remaining unpaid to the extent necessary
to pay such Senior Indebtedness in full in cash in


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accordance with its terms. In the event Halifax or any Holder fails to provide
any endorsement, as contemplated by the preceding sentences, Agent, or any of
its officers or employees, is hereby irrevocably authorized to make the same
(which authorization, being coupled with an interest, is irrevocable).

         SECTION 7. Subrogation. Halifax hereby waives all rights of subrogation
to the claims of Agent or any of the Senior Banks against any Credit Party, and
waives all rights of recourse to any security for any Senior Indebtedness, until
such time as all Senior Indebtedness shall have been indefeasibly paid in full
in cash and the Senior Credit Documents and all Senior Commitments thereunder
shall have terminated pursuant to the respective terms and provisions thereof;
provided that if any payment to Agent or any Senior Bank is rescinded as a
result of a Proceeding or otherwise, the subrogation of Halifax as provided
herein shall likewise be rescinded until all of the Senior Indebtedness is
indefeasibly paid in full in cash.

         SECTION 8. No Impairment of Subordination. No right of Agent or any
Senior Bank to enforce the subordination of the Liens on Senior Bank Collateral
securing all or any part of the Halifax Indebtedness shall be impaired by any
act or failure to act by any Credit Party or by its failure to comply with this
Agreement. Without limiting the generality of the foregoing, the rights of Agent
and Senior Banks under this Agreement shall remain in full force and effect
without regard to, and shall not be impaired by: (a) any act or failure to act
of any Credit Party, Halifax or any other Holder, or any noncompliance by any
Credit Party, Halifax or any other Holder with any agreement or obligation,
regardless of any knowledge thereof which Agent or any Senior Bank may have or
with which Agent or any Senior Bank may be charged, (b) the validity or
enforceability of any of the Senior Credit Documents, (c) any extension or
indulgence in respect of any payment or prepayment of the Senior Indebtedness or
any part thereof or in respect of any other amount payable to Agent or any
Senior Bank, (d) any amendment, modification or waiver of any of the terms of
the Senior Credit Documents or the Halifax Documents, (e) any exercise, delayed
exercise or non-exercise by Agent or any Senior Bank of any right, power,
privilege or remedy under or in respect of any Senior Indebtedness, the Senior
Bank Collateral or this Agreement, (f) any other action of Agent or any Senior
Bank permitted under the Senior Credit Documents or this Agreement or (g) the
absence of any notice to, or knowledge by, Halifax or any other Holder of the
existence, creation or non-payment of all or any part of the Senior
Indebtedness, or the occurrence of any of the matters or events set forth in the
foregoing clauses (a) through (f), except as such notice shall be specifically
required pursuant to the terms hereof.

         SECTION 9. Waivers and Consents of Halifax.

         (a)      All of the Senior Indebtedness shall be deemed to have been
made or incurred in reliance upon this Agreement and Halifax expressly waives
(i) notice of acceptance by Agent or any Senior Bank of this Agreement, (ii)
notice of the existence or creation or non-payment of all or any part of the
Senior Indebtedness, (iii) all diligence in collection or protection of or
realization upon all or any part of the Senior Indebtedness or any security
therefor and any requirement that Agent or any Senior Bank protect, secure,
perfect or insure any Lien or any


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<PAGE>   11

Property subject thereto or exhaust any right or take any action against any
Credit Party or any other Person or any such Property, and (iv) promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Senior Indebtedness.

         (b)      Halifax agrees that Agent and Senior Banks may each, at any
time and from time to time, in their sole discretion, without the consent of or
notice to Halifax or any other Holder, without incurring responsibility to
Halifax or any other Holder, and without impairing or releasing the
subordination provided for herein or the obligations of Halifax or any other
Holder to Agent or any Senior Bank hereunder, amend, restate, supplement or
otherwise modify the Senior Credit Agreement or any of the other Senior Credit
Documents in any way whatsoever, including, without limitation, the following:
(i) shorten the final maturity of all or any part of the Senior Indebtedness,
(ii) modify the amortization of the principal amount of all or any part of the
Senior Indebtedness, (iii) increase the principal amount of Senior Indebtedness,
or otherwise provide for additional advances, (iv) raise the standard or default
per annum interest rates applicable to all or any part of the Senior
Indebtedness, (v) impose any additional fee or penalty upon any Credit Party or
increase the amount of or rate for any fee or penalty provided for in the Senior
Credit Documents, (vi) retain or obtain a Lien on any Property to secure any of
the Senior Indebtedness, (vii) enter into new Senior Credit Documents with any
Credit Party or any of its direct or indirect subsidiaries, (viii) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, all or any of the Senior Indebtedness or otherwise amend, restate,
supplement or otherwise modify in any manner, or grant any waiver or release
with respect to, all or any part of the Senior Indebtedness or any of the Senior
Credit Documents, (x) retain or obtain the primary or secondary obligation of
any other Person with respect to any of the Senior Indebtedness, (xi) release
any Person liable in any manner under or in respect of Senior Indebtedness or
release or compromise any obligation of any nature of any Person with respect to
any of the Senior Indebtedness, (xii) sell, exchange, not perfect or otherwise
deal with any Property at any time pledged, assigned or mortgaged to secure or
otherwise securing all or any part of the Senior Indebtedness, (xiii) release
its security interest in, or surrender, release or permit any substitution or
exchange for, all or any part of any Property securing any Senior Indebtedness,
or release, compromise, alter or exchange any obligations of any nature of any
Person with respect to any such Property, (xiv) amend, or grant any waiver or
release with respect to, or consent to any departure from, any guaranty for all
or any of the Senior Indebtedness, (xv) exercise or refrain from exercising any
rights against, and release from obligations of any type, any Credit Party or
any other Person, (xvi) apply any sums from time to time received to the Senior
Indebtedness in such manner such as such Person shall determine and (xvii)
otherwise manage and supervise the Senior Indebtedness in accordance with such
Person's usual practices, modified from time to time as such Person deems
appropriate under the circumstances.

         SECTION 10.Representations and Warranties of Halifax. Halifax hereby
represents and warrants to Agent and each Senior Bank that all material
agreements, documents and instruments between Halifax and the other Holders, on
the one hand, and any Credit Party or any of its affiliates, on the other hand,
are set forth on Schedule 1 hereto and, except as disclosed on Schedule 1, no
such agreement, document or instrument has been amended, restated,


                                      -11-
<PAGE>   12

supplemented or otherwise modified.

         SECTION 11.Marshalling. Halifax hereby waives, to the fullest extent
permitted by applicable law, any rights it may have under applicable law to
assert the doctrine of marshaling or otherwise to require Agent or any Senior
Bank to marshall any Property of any Credit Party for the benefit of Halifax or
any Holder.

         SECTION 12.Waiver of Rights. Halifax hereby waives, to the fullest
extent permitted by applicable law, any rights it may have to enjoin or
otherwise obtain a judicial or administrative order preventing Agent or any
Senior Bank from taking, or refraining from taking, any action with respect to
all or any part of the Senior Bank Collateral.

         SECTION 13.Continuation of Subordination; Termination of Agreement.
This Agreement shall in all respects be a continuing agreement and shall remain
in full force and effect until Senior Banks shall have received indefeasible
payment in full in cash of all Senior Indebtedness and all of the Credit
Documents and the Senior Commitments thereunder shall have terminated pursuant
to the respective terms and provisions thereof; provided that this Agreement
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of any Senior Indebtedness is rescinded, avoided or must
otherwise be returned by Agent or any Senior Bank upon the insolvency,
bankruptcy or reorganization of any Credit Party, all as though such payment had
not been made.

         SECTION 14.Specific Performance. Agent and each Senior Bank is hereby
authorized to demand specific performance of the provisions of this Agreement,
at any time when Halifax or any other Holder shall have failed to comply with
any term or provision hereof. Halifax hereby irrevocably waives any defense
based on the adequacy of a remedy at law that might be asserted as a bar to such
remedy of specific performance.

         SECTION 15.Further Assurances. Each party hereto will, upon the written
request of the other party, from time to time execute and deliver or cause to be
executed and delivered such further instruments and agreements and do or cause
to be done such further acts as may be reasonably necessary or proper to carry
out more effectively the provisions of this Agreement and to effectuate the
terms of the Lien subordination contemplated hereby.

         SECTION 16. Notices. Unless otherwise specifically provided herein, all
notices shall be in writing addressed to the respective parties as set forth
below and may be personally served, facsimilied or sent by overnight courier
service or United States mail and shall be deemed to have been given: (a) if
delivered in person, when delivered; (b) if delivered by facsimile transmission,
on the date of such transmission if transmitted on a business day before 4:00
p.m. (Chicago time) or, if not, on the next succeeding business day; (c) if
delivered by overnight courier, on the business day after delivery to such
courier correctly addressed; or (d) if by United States Mail, four business days
after deposit in the United States mail, with postage prepaid and properly
addressed:


                                      -12-
<PAGE>   13

       If to Agent:        BANK OF AMERICA, N.A., as Agent
                           231 South LaSalle Street
                           Chicago, Illinois  60697
                           Attention: Ronald Prince
                           FAX: (312) 987-0234

       If to Halifax:      c/o The Palladin Group, L.P.
                           Investment Manager
                           195 Maplewood Avenue
                           Maplewood, New Jersey 07040
                           Attention: Robert Chender
                           FAX: (973) 313-6491

or to such other address as the party addressed shall have previously designated
by written notice to the serving party given in accordance with this Section 16.

         SECTION 17.SUBMISSION TO JURISDICTION; SERVICE OF PROCESS. AGENT AND
EACH SENIOR BANK MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY
STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE
CITY OF CHICAGO, ILLINOIS. FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, HALIFAX HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF SUCH COURTS. HALIFAX HEREBY IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY REGISTERED
MAIL, POSTAGE PREPAID, TO SUCH PERSON AT THE ADDRESS SET FORTH IN SECTION 16
HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i)
SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON
IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE
VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON. NOTHING
CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF AGENT OR ANY SENIOR BANK TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE AGENT OR ANY SENIOR
BANK FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER
COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION. HALIFAX HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         SECTION 18. JURY TRIAL. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO


                                      -13-
<PAGE>   14

ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES HEREUNDER OR UNDER ANY AGREEMENT,
DOCUMENT OR INSTRUMENT DELIVERED OR WHICH MAY HEREAFTER BE DELIVERED IN
CONNECTION HEREWITH, OR ARISING FROM ANY RELATIONSHIP ARISING HEREUNDER, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

         SECTION 19. Successors and Assigns. (a) This Agreement shall be binding
upon and inure to the benefit of Agent, each Senior Bank, Halifax, each other
Holder and each of their respective successors and permitted assigns.

         (b)      Each Senior Bank may, from time to time, without notice to or
consent of Halifax or any other Holder, assign or transfer to any Person any or
all of the Senior Indebtedness or any interest therein, and notwithstanding any
such assignment or transfer, or any subsequent assignment or transfer thereof,
the Senior Indebtedness shall be and remain Senior Indebtedness for purposes of
this Agreement, and every immediate and successive assignee or transferee of any
of the Senior Indebtedness or of any interest therein shall, to the extent of
the interest of such assignee or transferee in the Senior Indebtedness, be
entitled to rely upon and be a third party beneficiary of the subordination
provided under this Agreement.

         (c)      As used in this Agreement, the term "Credit Party" shall
include any receiver, trustee, custodian or debtor in possession which is a
successor to any Credit Party.

         SECTION 20. Governing Law. This Agreement shall be construed and
interpreted, and the rights of the parties shall be determined, in accordance
with the internal laws and decisions of the State of Illinois, without regard to
conflicts of laws principles.

         SECTION 21. Entire Agreement; Amendments and Waivers. This Agreement
constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof. There are no other agreements between the parties hereto
in connection with the subject matter hereof except as specifically set forth
herein or contemplated hereby. No amendment, modification or waiver of any of
the provisions of this Agreement shall be binding unless executed in writing by
Agent and Halifax. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided. No delay on the part of Agent or any Senior Bank
in the exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by Agent or any Senior Bank of any right or remedy
shall preclude other or further exercise thereof or the exercise of any other
right or remedy. For the purposes of this Agreement, Senior Indebtedness shall
include all Senior Indebtedness, notwithstanding any right or power of any
Credit Party or other Person to assert any claim or defense as to the invalidity
or unenforceability of all or any part of the Senior Indebtedness, and no such
claim or defense shall affect or impair the agreements and obligations of the
respective parties hereto.

         SECTION 22. Counterparts. This Agreement may be executed in one or more


                                      -14-
<PAGE>   15

counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         SECTION 23. Invalidity. In the event one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid or
unenforceable in any respect, such invalidity or unenforceability shall not
affect any other provision of this Agreement.

         SECTION 24. Headings. The headings of the several sections herein are
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.

         SECTION 25. Confirmation of Consent. Agent hereby confirms that the
Required Banks (as defined in the Senior Credit Agreement) have consented to the
incurrence by USPL of the indebtedness evidenced by the 2001 Debenture and the
grant by the Credit Parties of liens and security interests on the Senior Bank
Collateral to secure the Halifax Indebtedness.

         IN WITNESS WHEREOF, this Agreement has been made and delivered as of
the date first above written.

                                  BANK OF AMERICA, N.A.,
                                  as Agent

                                  By: /s/ Ronald Prince
                                     -------------------------------------------
                                  Name:   Ronald Prince
                                       -----------------------------------------
                                  Title:  Senior Vice President
                                        ----------------------------------------

                                  HALIFAX FUND, L.P.

                                  By: /s/ Robert Chender
                                     -------------------------------------------
                                  Name:   Robert Chender
                                       -----------------------------------------
                                  Title:  Managing Director
                                        ----------------------------------------


                                      -15-
<PAGE>   16

                                   SCHEDULE 1
                                       TO
                   SUBORDINATION AND INTERCREDITOR AGREEMENT

                                HALIFAX DOCUMENTS


                                      -16-
<PAGE>   17

                           ACKNOWLEDGMENT AND CONSENT

         Each of the undersigned hereby (a) acknowledges receipt of a copy of
the foregoing Subordination and Intercreditor Agreement and (b) acknowledges and
consents to all of the terms and provisions thereof. In the event of any breach
of the provisions of such Subordination and Intercreditor Agreement by any
Person (other than Agent or any Senior Bank), each of the undersigned agrees
that, in addition to any other rights and remedies which Agent or any Senior
Bank may have under the Senior Credit Agreement and the other Senior Credit
Documents, unless the Required Banks (as such term is defined in the Senior
Credit Agreement) shall otherwise elect, all of the Senior Indebtedness shall,
without notice or demand, become immediately due and payable.

                                        U.S. PLASTIC LUMBER LTD.
                                        U.S. PLASTIC LUMBER FINANCE CORP.
                                        CLEAN EARTH, INC.
                                        THE EAGLEBROOK GROUP, INC.
                                        U.S. PLASTIC LUMBER IP CORP.
                                        CARTERET BIOCYCLE CORP.
                                        CLEAN EARTH OF NEW CASTLE, INC.
                                        CONSOLIDATED TECHNOLOGIES, INC.
                                        BARBELLA ENVIRONMENTAL TECH, INC.
                                        INTEGRATED TECHNICAL SERVICES, INC.
                                        S&W WASTE, INC.
                                        CLEAN EARTH OF PHILADELPHIA, INC.
                                        ALLIED WASTE SERVICES, INC.
                                        CLEAN ROCK INDUSTRIES, INC.
                                        CLEAN ROCK PROPERTIES LTD.

                                       By: /s/ Bruce C. Rosetto
                                          --------------------------------------
                                       Name: Bruce C. Rosetto
                                            ------------------------------------
                                       Title: Vice President and General Counsel
                                             -----------------------------------


                                      -17-