<PAGE>


                                                                     EXHIBIT 4.3


This Security Has Not Been Registered Under The Securities Act Of 1933, As
Amended, or any State Securities Laws. It May Not Be Sold or Offered for Sale
Except Pursuant To An Effective Registration Statement Under Said Act and any
Applicable State Securities Law Or An Applicable Exemption From Such
Registration Requirements.


No. ____                                                             $5,000,000

                           U.S. PLASTIC LUMBER CORP.

                11.5% CONVERTIBLE DEBENTURE DUE DECEMBER 1, 2001

         THIS DEBENTURE ("Debenture") is one of a duly authorized issue of
Debentures of U.S. PLASTIC LUMBER CORP., a corporation duly organized and
existing under the laws of the State of Nevada (the "Company"), designated as
the Company's 11.5% Convertible Debentures Due December 1, 2001, in an
aggregate principal amount not exceeding Five Million U.S. Dollars
(U.S.$5,000,000) (the "Debenture").

         FOR VALUE RECEIVED, the Company promises to pay to Stout Partnership,
a New Jersey general partnership, the initial holder hereof, or its order
(including successors-in-interest, the "Holder"), the principal sum of Five
Million U.S. DOLLARS (U.S.$5,000,000) on December 1, 2001 (the "Maturity Date")
and to pay interest on the principal sum outstanding under this Debenture
("Outstanding Principal Amount"), at the rate of 11.5% per annum payable
monthly in arrears on the first day of each month (each an "Interest Payment
Date"), with the first such payment due on January 1, 2001. Interest shall
accrue daily commencing on the date hereof and shall continue until payment in
full of all amounts due under this Debenture. The interest so payable will be
paid to the person in whose name this Debenture is registered on the records of
the Company regarding registration and transfers of the Debenture (the
"Debenture Register"). The parties agree that this Debenture will act as a
revolving credit facility during its term. Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Convertible
Debenture Purchase Agreement dated as of December 1, 2000 between the Company
and the Holder and the other parties thereto (the "Purchase Agreement").

         The principal of, interest on, and default payments (referred to
below) in respect of this Debenture are payable in such coin or currency of the
United States as of the time of payment is legal tender for payment of public
and private debts, at the address last appearing on the Debenture Register of
the Company as designated in writing by the Holder hereof from time to time.

         The Company will pay any principal due and all accrued and unpaid
interest due upon this Debenture to the person that is the Holder of this
Debenture on the records of


<PAGE>


the Company as of the applicable Interest Payment Date and addressed to such
Holder at the last address appearing on the Debenture Register.

         The Holder of this Debenture is entitled to certain rights and
remedies pursuant to the Purchase Agreement, including without limitation
provisions requiring mandatory redemption of the Debenture. This Debenture does
not provide voting rights to the Holder.

         This Debenture is subject to the following additional provisions:

         1.       DENOMINATION. The Debentures are exchangeable for an equal
aggregate principal amount of Debentures of different denominations, as
requested by the Holder surrendering the same. No service charge will be made
for such registration or transfer or exchange.

         2.       TRANSFERS. This Debenture may be transferred or exchanged in
the United States only in compliance with the Securities Act of 1933, as
amended (the "Act") and applicable state securities laws, or applicable
exemptions therefrom. Prior to due presentment for transfer of this Debenture,
the Company may treat the person in whose name this Debenture is duly
registered on the Company's Debenture Register as the owner hereof for the
purpose of receiving payment as herein provided, whether or not this Debenture
is overdue.

         3.       DEFINITIONS. For purposes hereof the following definitions
shall apply:

                  "Change in Control Transaction" shall mean the occurrence of
(x) any consolidation or merger of the Company with or into any other
corporation or other entity or person (whether or not the Company is the
surviving corporation), or any other corporate reorganization or transaction or
series of related transactions in which in excess of 50% of the Company's
voting power is transferred through a merger, consolidation, tender offer or
similar transaction, or (y) any person (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), together
with its affiliates and associates (as such terms are defined in Rule 405 under
the Act), beneficially owns or is deemed to beneficially own (as described in
Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period)
in excess of 50% of the Company's voting power.

                  "Closing Date" shall mean the date of original issuance of
this Debenture.

                  "Common Stock" shall mean the common stock, par value
$0.0001, of the Company.

                  "Conversion Notice" shall have the meaning set forth in
Paragraph 5(d).

                  "Conversion Price" shall have the meaning set forth in
Section 5(c).

                  "Conversion Rate" shall have the meaning set forth in
Paragraph 5(b).


<PAGE>


                  "Forced Conversion Date" shall mean the Maturity Date,
without taking into consideration any acceleration thereof by reason of
default, required redemption, or otherwise. The Forced Conversion Date shall be
subject to deferral as provided for herein.

                  "Holder Conversion Date" shall have the meaning set forth in
Paragraph 5(d).

                  "Market Price for Shares of Common Stock" shall mean the
price of one share of Common Stock determined as follows:

                           (i)      If the Common Stock is listed on NASDAQ,
the closing bid price on the date of valuation;

                           (ii)     If the Common Stock is listed on the New
York Stock Exchange or the American Stock Exchange, the closing bid price on
such exchange on the date of valuation;

                           (iii)    If neither (i) nor (ii) apply but the
Common Stock is quoted in the over-the-counter market, another recognized
exchange, on the pink sheets or bulletin board, the lesser of (A) the lowest
sales price or (B) the mean between the last reported "bid" and "asked" prices
thereof on the date of valuation; and

                           (iv)     If neither clause (i), (ii) or (iii) above
applies, the market value as determined by a nationally recognized investment
banking firm or other nationally recognized financial advisor retained by the
Company for such purpose, taking into consideration, among other factors, the
earnings history, book value and prospects for the Company, and the prices at
which shares of Common Stock recently have been traded. Such determination
shall be conclusive and binding on all persons.

                  "Trading Day" shall mean a day on which the Common Stock is
traded on the NASDAQ or principal exchange on which the Common Stock has been
listed (or any similar organization or agency succeeding such market or
exchange's functions of reporting prices).

         4.       CHANGE IN CONTROL, ETC. If at any time there occurs any
Change in Control Transaction, Holder shall be entitled, at its sole option, to
have the Company redeem this Debenture in whole or in part at a redemption
price equal to 100% of the Outstanding Principal Amount of this Debenture plus
all accrued but unpaid interest and penalties on this Debenture. Such Holder
shall be entitled to make such election at any time after commencement and up
to 10 days after the effective date of the Change in Control Transaction. For
purposes of this Paragraph 4, the commencement date shall be the day upon which
the Change in Control Transaction was publicly announced.

         5.       CONVERSION AT THE OPTION OF THE HOLDER. The Holder of this
Debenture shall have the following conversion rights.


<PAGE>


                  (a)      Holder's Right to Convert. This Debenture shall be
convertible at any time, in whole or in part, at the option of the Holder
hereof, into fully paid, validly issued and nonassessable shares of Common
Stock. If this Debenture is converted in part, the remaining portion of this
Debenture not so converted shall remain entitled to the conversion rights
provided herein.

                  (b)      Conversion Price for Holder Converted Shares. The
Outstanding Principal Amount of this Debenture that is converted into shares of
Common Stock at the option of the Holder shall be convertible into the number
of shares of Common Stock which results from application of the following
formula:

                                   P + I + D
                         ------------------------------
                                Conversion Price

         P =  Outstanding Principal Amount of this Debenture submitted for
              conversion

         I =  accrued but unpaid interest (not previously added to principal)
              on P as of the Holder Conversion Date

         D =  default payments (not previously added to principal) as of the
              Holder Conversion Date

                           The number of shares of Common Stock into which each
$1,000 principal amount of this Debenture hereto may be converted pursuant to
this paragraph hereof is hereafter referred to as the "Conversion Rate."

                  (c)      Conversion Price. This Debenture will have a
conversion price (the "Conversion Price") equal to the lower of (i) $2.00 per
share, or (ii) the lowest closing price of the Common Stock on the principal
trading market for such Common Stock during the four (4) Trading Days prior to
but not including the Holder Conversion Date.

                  (d)      Mechanics of Conversion. In order to convert this
Debenture (in whole or in part) into full shares of Common Stock, the Holder
(i) shall give written notice in the form of EXHIBIT 1 hereto (the "Conversion
Notice") by facsimile to the Company at such office that the Holder elects to
convert the principal amount (plus accrued but unpaid interest and default
payments) specified therein, which such notice and election shall be revocable
by the Holder at any time prior to its receipt of the Common Stock upon
conversion, and (ii) as soon as practicable after such notice, shall surrender
this Debenture, duly endorsed, by either overnight courier or 2-day courier, to
the principal office of the Company; provided, however, that the Company shall
not be obligated to issue certificates evidencing the shares of the Common
Stock issuable upon such conversion unless either the Debenture evidencing the
principal amount is delivered to the Company as provided above, or the Holder
notifies the Company that such Debenture(s) have been lost, stolen or destroyed
and promptly executes an agreement reasonably satisfactory to the Company to
indemnify the Company from any loss


<PAGE>


incurred by it in connection with such lost, stolen or destroyed Debentures. If
a Holder is converting less than the maximum number of shares it may convert
under its Debenture, the Company shall reissue the Debenture with the
appropriate remaining principal amount as soon as practicable after the Company
shall have received the Holder's surrendered Debenture.

                           The Company shall issue and deliver within one
business day of the delivery to the Company of such Conversion Notice, to such
Holder of Debenture(s) at the address of the Holder, or to its designee, a
certificate or certificates for the number of shares of Common Stock to which
the Holder shall be entitled as aforesaid, together with a calculation of the
Conversion Rate and a Debenture or Debentures for the principal amount of
Debentures not submitted for conversion. The date on which the Conversion
Notice is given (the "Holder Conversion Date") shall be deemed to be the date
the Company received by facsimile the Conversion Notice, and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date.

                           In lieu of delivering physical certificates
representing the Common Shares issuable upon conversion of Debentures (as
defined in the Purchase Agreement), provided the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer ("FAST") program, upon request of the holder, the Company shall use
its best efforts to cause its transfer agent to electronically transmit the
Common Shares issuable upon conversion or exercise to the Holder, by crediting
the account of Holder's prime broker with DTC through its Deposit Withdrawal
Agent Commission ("DWAC") system. The time periods for delivery described above
shall apply to the electronic transmittals through the DWAC system. The parties
agree to coordinate with DTC to accomplish this objective. The conversions
pursuant to Sections 5 and 6 shall be deemed to have been made immediately
prior to the close of business on the Holder Conversion Date. The person or
persons entitled to receive the Common Shares issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such
Common Shares at the close of business on the Holder Conversion Date.

         6.       CONVERSION UPON MATURITY.

                  (a)      At the Forced Conversion Date, the Outstanding
Principal Amount of, and all accrued and unpaid interest on, and default
payments and all other amounts owing under, all Debentures outstanding at such
time shall be paid in full in cash unless the Holder has elected to convert to
Common Stock of the Company in accordance with the terms of the Debentures and
the Purchase Agreement, without notice; provided, however, in such instance,
that the Forced Conversion Date shall be deferred for such number of days as is
equal to 1.5 times the number of days (A) there is not a sufficient amount of
shares of Common Stock available for conversion of all outstanding Debentures;
or (B) for any other reason there is a default in the obligations of the
Company under this Debenture or the Purchase Agreement.


<PAGE>


                  In the event of conversion to Common Stock, the Company shall
issue and deliver within T+3 after delivery to the Company of this Debenture,
or after receipt of the agreement and indemnification described in paragraph
5(d) above, to the Holder of the Debenture at the address of the Holder, or to
its designee, a certificate or certificates for the number of shares of Common
Stock to which the Holder shall be entitled hereunder, together with a
calculation of the Conversion Rate. The person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock on
the Forced Conversion Date. The Forced Conversion Date shall be a "Holder
Conversion Date" for purposes of this Debenture.

         7.       COMPANY'S RIGHT OF REDEMPTION. Notwithstanding anything to
the contrary in this Agreement, the Company shall have the absolute right to
redeem this Debenture, in whole or in part, at any time, without notice or
penalty. Additionally, the Company may reduce the Outstanding Principal, in
whole or in part, at any time, and re-borrow (so long as no Event of Default
exists) and increase the Outstanding Principal up to the limit of the
$5,000,000 Debenture at any time during the term of this Debenture, in effect
using this debt instrument as a revolving credit facility.

         8.       STOCK SPLITS; DIVIDENDS; ADJUSTMENTS; REORGANIZATIONS.

                  (a) If the Company, at any time while the Debentures are
outstanding, (i) shall pay a stock dividend or otherwise make a distribution or
distributions on any equity securities (including investments or securities
convertible into or exchangeable for such equity securities) in shares of Common
Stock, (ii) issue any securities payable in shares of Common Stock, (iii)
subdivide the outstanding shares of Common Stock into a larger number of shares,
(iv) combine outstanding shares of Common Stock into a smaller number of shares,
the Conversion Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding before such event and
of which the denominator shall be the number of shares of Common Stock
outstanding after such event. Any adjustment made pursuant to this Section 8(a)
shall become effective immediately after the record date for the determination
of shareholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of an
issuance, a subdivision or a combination.

                  (b) (1) In the event that at any time or from time to time
after the Closing Date, the Common Stock issuable upon the conversion of the
Debentures is changed into the same or a different number of shares of any class
or classes of stock, whether by merger, consolidation, recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend or reorganization provided for elsewhere in this Paragraph 8),
then and as a condition to each such event provision shall be made in a manner
reasonably acceptable to the Holders of Debentures so that each Holder of
Debentures shall have the right thereafter to convert such Debenture into the
kind of stock receivable upon such recapitalization, reclassification or other
change by holders of shares of Common Stock, all subject to further adjustment
as provided herein. In such event, the formulae set forth herein for conversion
and redemption shall be equitably adjusted to reflect such change in number of
shares or, if shares of a new class
<PAGE>
of stock are issued, to reflect the market price of the class or classes of
stock issued in connection with the above described transaction.

                           (2)      If at any time or from time to time after
the Closing Date there is a capital reorganization of the Common Stock,
including by way of a sale of all or substantially all of the assets of the
Company (other than a recapitalization, subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this Paragraph
8), then, as a part of and a condition to such reorganization, provision shall
be made in a manner reasonably acceptable to the Holders of the Debentures so
that the Holders of the Debentures shall thereafter be entitled to receive upon
conversion of the Debentures the number of shares of stock or other securities
or property to which a holder of the number of shares of Common Stock
deliverable upon conversion would have been entitled on such capital
reorganization.

                  (c)      Whenever any element of the Conversion Price is
adjusted pursuant to Section 8(a) or (b), the Company shall promptly mail to
each Holder of the Debentures, a notice setting forth the Conversion Price
after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.

                  (d)      In the event of any setting by the Company of a
record date of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, any security or right convertible or exchangeable into or
entitling the holder thereof to receive additional shares of Common Stock, or
any right to subscribe for, purchase or otherwise acquire any shares of stock
of any class or any other securities or property, or to receive any other
right, the Company shall deliver to each Holder of Debentures at least 20 days
prior to the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution,
security or right and the amount and character of such dividend, distribution,
security or right.

         9.       FRACTIONAL SHARES. No fractional shares of Common Stock or
scrip representing fractional shares of Common Stock shall be issuable
hereunder. The number of shares of Common Stock that are issuable upon any
conversion shall be rounded up to the nearest whole share.

         10.      RESERVATION OF STOCK ISSUABLE UPON CONVERSION.

                  (a)      Reservation Requirement. The Company covenants that
it will at all times reserve and keep available out of its authorized and
unissued Common Stock solely for the purpose of issuance upon conversion of the
Debentures as herein provided, free from preemptive rights or any other present
or contingent purchase rights of persons other than the Holders of the
Debentures, 100% of the maximum number of shares of Common Shock as shall be
issuable (taking into account the adjustments and restrictions of Sections 5
and 8 hereof) upon the conversion of all of the Debentures pursuant hereto. The
Company covenants that all shares of Common Stock that shall be so issuable
shall upon issue, be duly and validly authorized, issued and fully paid and
nonassessable. Without in any way limiting the foregoing, so long as any
Debentures remain outstanding


<PAGE>


the Company agrees to reserve and at all times keep available solely for
purposes of conversion of Debentures such number of authorized but unissued
shares of Common Stock that is set forth in the Purchase Agreement.

         11.      NO REISSUANCE OF THE DEBENTURE. No Debentures acquired by the
Company by reason of redemption, purchase, exchange or otherwise shall be
reissued, and all such Debentures shall be retired.

         12.      NO IMPAIRMENT. The Company shall not intentionally take any
action which would impair the rights and privileges of the Debentures set forth
herein or the Holders thereof.

         13.      OBLIGATIONS ABSOLUTE. No provision of this Debenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and interest and default payments on,
this Debenture at the time, place and rate, and in the manner, herein
prescribed.

         14.      WAIVERS OF DEMAND, ETC. The Company hereby expressly and
irrevocably waives demand and presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of acceleration or
intent to accelerate, bringing of suit and diligence in taking any action to
collect amounts called for hereunder and will be directly and primarily liable
for the payment of all sums owing and to be owing hereon, regardless of and
without any notice, diligence, act or omission as or with respect to the
collection of any amount called for hereunder.

         15.      REPLACEMENT DEBENTURE. In the event that any Holder notifies
the Company that its Debenture(s) have been lost, stolen or destroyed,
replacement Debenture(s) identical in all respects to the original Debenture(s)
(except for registration number and Outstanding Principal Amount, if different
than that shown on the original Debenture(s)), shall be issued to the Holder,
provided that the Holder executes and delivers to the Company an agreement
reasonably satisfactory to the Company to indemnify the Company from any loss
incurred by it in connection with such Debenture.

         16.      PAYMENT OF EXPENSES; ISSUE TAXES. The Company agrees to pay
all debts and expenses, including attorneys' fees, which may be incurred by the
Holder in enforcing the provisions of this Debenture and/or collecting any
amount due under this Debenture or the Purchase Agreement. The Company shall
pay any and all issue and other taxes (excluding any income, franchise or
similar taxes) that maybe payable in respect of any issue or delivery of shares
of Common Stock on conversion of any Debenture pursuant hereto.

         17.      DEFAULTS. If one or more of the following described "Events
of Default" shall occur:

                  (a)      The Company shall default in the payment of (i)
                           interest on this Debenture (subject to the Company's
                           option to pay Common Stock Interest), and such
                           default shall continue for five (5) business days
                           after the due date thereof, or (ii) the principal of
                           this Debenture; or


<PAGE>


                  (b)      Any of the representations or warranties made by the
                           Company herein, in the Purchase Agreement or in any
                           certificate or financial or other statements
                           heretofore or hereafter furnished by or on behalf of
                           the Company in connection with the execution and
                           delivery of this Debenture or such other documents
                           shall be false or misleading in any material respect
                           at the time made; or

                  (c)      The Company shall fail to materially perform or
                           observe any covenant or agreement in the Purchase
                           Agreement, or any other covenant, term, provision,
                           condition, agreement or obligation of the Company
                           under this Debenture and such failure shall continue
                           uncured for a period of ten (10) business days after
                           notice from the Holder of such failure; or

                  (d)      The Company shall (1) become insolvent; (2) admit in
                           writing its inability to pay its debts generally as
                           they mature; (3) make an assignment for the benefit
                           of creditors or commence proceedings for its
                           dissolution; or (4) apply for or consent to the
                           appointment of a trustee, liquidator or receiver for
                           it or for a substantial part of its property or
                           business; or

                  (e)      A trustee, liquidator or receiver shall be appointed
                           for the Company or for a substantial part of its
                           property or business without its consent and shall
                           not be discharged within thirty (30) days after such
                           appointment; or

                  (f)      Any governmental agency or any court of competent
                           jurisdiction at the instance of any governmental
                           agency shall assume custody or control of the whole
                           or any substantial portion of the properties or
                           assets of the Company and shall not be dismissed
                           within thirty (30) days thereafter; or

                  (g)      The Company shall sell or otherwise transfer all or
                           substantially all of its assets; or

                  (h)      Bankruptcy, reorganization, insolvency or
                           liquidation proceedings or other proceedings, or
                           relief under any bankruptcy law or any law for the
                           relief of debt shall be instituted by or against the
                           Company and, if instituted against the Company shall
                           not be dismissed within thirty (30) days after such
                           institution, or the Company shall by any action or
                           answer approve of, consent to, or acquiesce in any
                           such proceedings or admit to any material
                           allegations of, or default in answering a petition
                           filed in any such proceeding; or


<PAGE>


                  (i)      The Company shall be in default of any of its
                           indebtedness, including but not limited to its
                           senior lending facility, and the holders thereof
                           shall have accelerated such indebtedness; or

                  (j)      The Company shall be in material default of any of
                           its indebtedness that gives the holder thereof the
                           right to accelerate such indebtedness; or

                  (k)      A "going private" transaction under Rule 13e-3
                           promulgated pursuant to the Exchange Act shall have
                           been announced; or

                  (l)      A tender offer by the Company under Rule 13e-4
                           promulgated pursuant to the Exchange Act shall have
                           been announced; or

                  (m)      Mark Alsentzer is removed or resigns, voluntarily or
                           involuntarily, as Chairman and/or CEO of the
                           Company; or

                  (n)      August C. Schultes, III and/or Gary J. Ziegler are
                           removed or resign, voluntarily or involuntarily,
                           from the Board of Directors of the Company.

then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of
the Holder and in the Holder's sole discretion, the Holder may consider the
Debenture immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, anything herein
or in any other instruments contained to the contrary notwithstanding, and the
Holder may immediately, and without expiration of any period of grace, enforce
any and all of the Holder's rights and remedies provided herein or any other
rights or remedies afforded by law. In such event, the Debenture shall be
redeemed at a redemption price per Debenture equal to 100% of the Outstanding
Principal Amount of the Debenture, plus accrued but unpaid interest and default
payments on the Debenture.

         18.      SAVINGS CLAUSE. In case any provision of this Debenture is
held by a court of competent jurisdiction to be excessive in scope or otherwise
invalid or unenforceable, such provision shall be adjusted rather than voided,
if possible, so that it is enforceable to the maximum extent possible, and the
validity and enforceability of the remaining provisions of this Debenture will
not in any way be affected or impaired thereby, and such provision shall remain
effective in all other jurisdictions.

         19.      ENTIRE AGREEMENT. This Debenture and the agreements referred
to in this Debenture constitute the full and entire understanding and agreement
between the Company and the Holder with respect to the subject hereof. Neither
this Debenture nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the Company and the
Holder.


<PAGE>


         20.      ASSIGNMENT, ETC. The Holder (but not the Company) may without
notice, transfer or assign this Debenture or any interest herein and may
mortgage, encumber or transfer any of its rights or interest in and to this
Debenture or any part hereof and, without limitation, each assignee, transferee
and mortgagee (which may include any affiliate of the Holder) shall have the
right to transfer or assign its interest. Each such assignee, transferee and
mortgagee shall have all of the rights of the Holder under this Debenture. The
Company agrees that, subject to compliance with the Purchase Agreement, after
receipt by the Company of written notice of assignment from the Holder or from
the Holder's assignee, all principal, interest and other amounts which are then
and thereafter become due under this Debenture shall be paid to such assignee
at the place of payment designated in such notice. This Debenture shall be
binding upon the Company and its successors and affiliates and shall inure to
the benefit of the Holder and its successors and assigns.

         21.      NO WAIVER. No failure on the part of the Holder to exercise,
and no delay in exercising any right, remedy or power hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise by the Holder of
any right, remedy or power hereunder preclude any other or future exercise of
any other right, remedy or power. Each and every right, remedy or power hereby
granted to the Holder or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised by the Holder
from time to time.

         22.      CERTIFICATE FOR CONVERSION PRICE ADJUSTMENT. The Company
shall, upon the written request at any time of any Holder of Debentures,
furnish or cause to be furnished to such Holder a certificate prepared by the
chief financial officer of Company setting forth any adjustments or
readjustments of the Conversion Price pursuant to this Debenture.

         23.      NOTICES. The Company shall distribute to the Holders of
Debentures copies of all notices, materials, annual and quarterly reports,
proxy statements, information statements and any other documents distributed
generally to the holders of shares of Common Stock of the Company, at such
times and by such method as such documents are distributed to such holders of
such Common Stock, but shall not directly or indirectly provide material
non-public information to the Holder without such Holder's prior written
consent.

         24.      SPECIFIC ENFORCEMENT. The Company agrees that irreparable
damage would occur in the event that any of the provisions of this Debenture
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the Holders of Debentures shall be
entitled to swift specific performance, injunctive relief or other equitable
remedies to prevent or cure breaches of the provisions of this Debenture and to
enforce specifically the terms and provisions hereof, this being in addition to
any other remedy to which any of them may be entitled under agreement, at law
or in equity.

         25.      MISCELLANEOUS. Unless otherwise provided herein, any notice
or other communication to a party hereunder shall be sufficiently given if in
writing and


<PAGE>


personally delivered, facsimiled or mailed to said party by certified mail,
return receipt requested, at its address set forth herein or such other address
as either may designate for itself in such notice to the other and
communications shall be deemed to have been received when delivered personally
or, if sent by mail or facsimile, then when actually received by the party to
whom it is addressed. Whenever the sense of this Debenture requires, words in
the singular shall be deemed to include the plural and words in the plural
shall be deemed to include the singular. Paragraph headings are for convenience
only and shall not affect the meaning of this document.

         26.      GOVERNING LAW; CONSENT TO JURISDICTION. This Debenture shall
be governed by and construed and enforced in accordance with the laws of the
State of New Jersey applicable to contracts to be executed and performed
entirely within such state. The Company (i) hereby irrevocably submits to the
exclusive jurisdiction of the state and federal court located in New Jersey for
the purposes of any suit, action or proceeding arising out of or related to
this Debenture and (ii) hereby waives, and agrees not to assert in any such
suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in
an inconvenient forum or that the venue of the suit, action or proceeding is
improper. The Company consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party as provided herein and
agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing in this paragraph shall affect or limit any
right to serve process in any other manner permitted by law.




         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.


                                    DATED: December 1, 2000

                                    U.S. PLASTIC LUMBER CORP.


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