<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-K/A

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

       FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                      OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

      FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                        COMMISSION FILE NUMBER 000-23855

                            U.S. PLASTIC LUMBER CORP.
             (Exact Name of Registrant as specified in its charter)

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

            NEVADA                                           87-0404343
-------------------------------                            ----------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

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

      2300 W. GLADES ROAD, SUITE 440 W, BOCA RATON, FLORIDA    33431
      -----------------------------------------------------   --------
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

                                 (561) 394-3511
              ----------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         COMMON STOCK, PAR VALUE $.0001
                         ------------------------------
                                (TITLE OF CLASS)

         Indicate by check mark whether the Registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X]  YES     [ ]  NO

         Indicate by check mark if disclosure of delinquent files in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or amendment
to this Form 10-K.   [X]


<PAGE>   2


This Amendment is being filed to revise Part IV Item 14. Exhibits, Financial
Statement Schedules and Reports on Form 8-K to attach the consents of the
Independent Certified Public Accountants to the incorporation by reference of
their reports contained in Registrant's Form 10-KSB for the year ended December
31, 1999 in previously filed Registration Statements of Registrant on Forms S-3
(Registration Nos. 333-86533 and 333-76845), Form S-4 (Registration No.
333-84047), and Form S-8 (Registration No. 333-76277). Item 14 is restated in
its entirety below.

                                     Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

The following financial statements are included in Item 8 of this Form 10-K:

(a)  Reports of Independent Certified Public Accountants

     Consolidated Balance Sheets as of December 31, 2000 and 1999

     Consolidated Statements of Operations for the Years Ended
          December 31, 2000, 1999 and 1998

     Consolidated Statements of Stockholders' Equity for the Years
          Ended December 31, 2000, 1999 and 1998

     Consolidated Statements of Cash Flows for the Years Ended
          December 31, 2000, 1999 and 1998

     Notes to Consolidated Financial Statements

(b)  No reports on Form 8-K were filed during the quarter ended December 31,
     2000 except for a Form 8-K filed on October 23, 2000 to report the Waiver
     and First Amendment related to the Company's credit facility.


(c)  Exhibits

EXHIBIT NO.    DESCRIPTION
-----------    -----------

   2.1         Agreement & Plan of Reorganization [Earth Care/Educational
               Storybooks] (Incorporated by reference from Exhibit 2.1 to the
               Company's Registration Statement on Form SB-2 (File No.
               333-22949) filed with the SEC on March 7, 1997)

   3.1         Articles of Incorporation of Front Street, Inc., the predecessor
               of the Company (Incorporated by reference from Exhibit 3.1 to the
               Company's Registration Statement on Form SB-2 (File No.
               333-22949) filed with the SEC on March 7, 1997)

   3.2         Articles of Amendment of Front Street, Inc., the predecessor of
               the Company (Incorporated by reference from Exhibit 3.2 to the
               Company's Registration Statement on Form SB-2 (File No.
               333-22949) filed with the SEC on March 7, 1997)

   3.3         Articles of Amendment to the Articles of Incorporation of
               Educational Storybooks, Inc., the predecessor of the Company
               (Incorporated by reference from Exhibit 3.3 to the Company's
               Registration Statement on Form SB-2 (File No. 333-22949) filed
               with the SEC on March 7, 1997)



                                       2
<PAGE>   3


EXHIBIT NO.    DESCRIPTION
-----------    -----------

   3.4         Articles of Amendment to the Articles of Incorporation of
               Educational Storybooks, Inc., the predecessor of the
               Company(Incorporated by reference from Exhibit 3.4 to the
               Company's Registration Statement on Form SB-2 (File No.
               333-22949) filed with the SEC on March 7, 1997)

   3.5         Articles of Merger [Educational Storybooks and U.S. Plastic
               Lumber Corp.] (Incorporated by reference from Exhibit 3.5 to the
               Company's Registration Statement on Form SB-2 (File No.
               333-22949) filed with the SEC on March 7, 1997)

   3.6         By-Laws (Incorporated by reference from Exhibit 3.6 to the
               Company's Registration Statement on Form SB-2 (File No.
               333-22949) filed with the SEC on March 7, 1997)

   4.1         Common Stock Specimen Certificate (Incorporated by reference from
               Exhibit 4.1 to the Company's Registration Statement on Form SB-2
               (File No. 333-22949) filed with the SEC on March 7, 1997)

   4.2         Warrant Agreement (Incorporated by reference from Exhibit 4.2 to
               the Company's Registration Statement on Form SB-2 (File No.
               333-22949) filed with the SEC on March 7, 1997)

   4.3          Series A Warrant Certificate (Incorporated by reference from
                Exhibit 4.3 to the Company's Registration Statement on Form SB-2
                (File No. 333-22949) filed with the SEC on March 7, 1997)

   4.4         Series B Warrant Certificate (Incorporated by reference from
               Exhibit 4.4 to the Company's Registration Statement on Form SB-2
               (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.1        Jeanell Sales Corp. Acquisition Agreement (Incorporated by
               reference from Exhibit 10.1 to the Company's Registration
               Statement on Form SB-2 (File No. 333-22949) filed with the SEC on
               March 7, 1997)

   10.2        Duratech Acquisition Agreement (Incorporated by reference from
               Exhibit 10.2 to the Company's Registration Statement on Form SB-2
               (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.3        Clean Earth Acquisition Agreement (Incorporated by reference from
               Exhibit 10.3 to the Company's Registration Statement on Form SB-2
               (File No. 333-22949) filed with the SEC on March 7, 1997)



                                       3
<PAGE>   4
EXHIBIT NO.    DESCRIPTION
-----------    -----------


   10.4        RPI Acquisition Agreement (Incorporated by reference from Exhibit
               10.4 to the Company's Registration Statement on Form SB-2 (File
               No. 333-22949) filed with the SEC on March 7, 1997)

   10.5        ARDT Acquisition Agreement (Incorporated by reference from
               Exhibit 10.5 to the Company's Registration Statement on Form SB-2
               (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.6        Employment Agreement - Mark Alsentzer (Incorporated by reference
               from Exhibit 10.6 to the Company's Registration Statement on Form
               SB-2 (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.7        Employment Agreement - Harold Gebert (Incorporated by reference
               from Exhibit 10.7 to the Company's Registration Statement on Form
               SB-2 (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.8        ` Employment Agreement - David Farrow (Incorporated by reference
               from Exhibit 10.8 to the Company's Registration Statement on Form
               SB-2 (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.9        Rutgers Licensing Agreement (Incorporated by reference from
               Exhibit 10.9 to the Company's Registration Statement on Form SB-2
               (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.10       ESP Acquisition Agreement (Incorporated by reference from Exhibit
               10.10 of Amendment One to the Company's Registration Statement on
               Form SB-2 (File No. 333-22949) filed with the SEC on August 26,
               1997)

   10.11       ITS Acquisition Agreement (Incorporated by reference from Exhibit
               10.11 of Amendment One to the Company's Registration Statement on
               Form SB-2 (File No. 333-22949) filed with the SEC on August 26,
               1997)

   10.12       EPC Acquisition Agreement (Incorporated by reference from Exhibit
               10.12 of Amendment One to the Company's Registration Statement on
               Form SB-2 (File No. 333-22949) filed with the SEC on August 26,
               1997)



                                       4
<PAGE>   5
EXHIBIT NO.    DESCRIPTION
-----------    -----------


   10.13       IIC/USPL Joint Venture Agreement (Incorporated by reference from
               Exhibit 10.13 of Amendment One to the Company's Registration
               Statement on Form SB-2 (File No. 333-22949) filed with the SEC on
               August 26, 1997)

   10.14       S D & G License and Operating Agreement (Incorporated by
               reference from Exhibit 10.14 of Amendment One to the Company's
               Registration Statement on Form SB-2 (File No. 333-22949) filed
               with the SEC on August 26, 1997)

   10.15       Ground Lease Agreement (Carteret Biocycle) (Incorporated by
               reference from Exhibit 10.15 of Amendment One to the Company's
               Registration Statement on Form SB-2 (File No. 333-22949) filed
               with the SEC on August 26, 1997)

   10.16       Lease Agreement (Brock Mgt/Earth Care TN) (Incorporated by
               reference from Exhibit 10.16 of amendment One to the Company's
               Registration Statement on Form SB-2 (File No. 333-22949) filed
               with the SEC on August 26, 1997)

   10.17       Lease Agreement (APEC/Earth Care Midwest) (Incorporated by
               reference from Exhibit 10.17 of Amendment One to the Company's
               Registration Statement on Form SB-2 (File No. 333-22949) filed
               with the SEC on August 26, 1997)

   10.18       Lease Agreement (Plastic Properties LLC/RPI) (Incorporated by
               reference from Exhibit 10.18 of amendment One to the Company's
               Registration Statement on Form SB-2 (File No. 333-22949) filed
               with the SEC on August 26, 1997)

   10.19       Lease Agreement (Dalphon Sr./Clean Earth) (Incorporated by
               reference from Exhibit 10.10 of Amendment One to the Company's
               Registration Statement on Form SB-2 (File No. 333-22949) filed
               with the SEC on August 26, 1997)

   10.20       Lease Agreement (Glades Twin Plaza/Earth Care) (Incorporated by
               reference from Exhibit 10.20 of Amendment One to the Company's
               Registration Statement on Form SB-2 (File No. 333-22949) filed
               with the SEC on August 26, 1997)

   10.21       Lease Agreement (Consol. Realty/EPC) (Incorporated by reference
               from Exhibit 10.21 of Amendment One to the Company's Registration
               Statement on Form SB-2 (File No. 333-22949) filed with the SEC on
               August 26, 1997)



                                       5
<PAGE>   6
EXHIBIT NO.    DESCRIPTION
-----------    -----------

   10.22       Lease Agreement (Waste Concepts, Inc.) (Incorporated by reference
               from Exhibit 10.22 of Amendment Two to the Company's Registration
               Statement on Form SB-2 (File No. 333-22949) filed with the SEC on
               January 9, 1998)

   10.23       Lease Agreement (Earth Care Partners of Tennessee) (Incorporated
               by reference from Exhibit 10.22 of Amendment Two to the Company's
               Registration Statement on Form SB-2 (File No. 333-22949) filed
               with the SEC on January 9, 1998)

   10.24       WCI Acquisition Agreement (Incorporated by reference from Exhibit
               10.22 of Amendment Two to the Company's Registration Statement on
               Form SB-2 (File No. 333-22949) filed with the SEC on January 9,
               1998)

   10.25       CTI Stock Purchase Agreement (Incorporated by reference from
               Exhibit 10.22 of Amendment Two to the Company's Registration
               Statement on Form SB-2 (File No. 333-22949) filed with the SEC on
               January 9, 1998)

   10.26       Employment Agreement - Steven Sands (Incorporated by reference
               from Exhibit 10.22 of Amendment Two to the Company's Registration
               Statement on Form SB-2 (File No. 333-22949) filed with the SEC on
               January 9, 1998)

   10.27       Employment Agreement - Bruce Rosetto (Incorporated by reference
               from Exhibit 10.22 of Amendment Two to the Company's Registration
               Statement on Form SB-2 (File No. 333-22949) filed with the SEC on
               January 9, 1998)

   10.28       ICC/USPL Joint Venture II (Incorporated by reference from Exhibit
               10.22 of Amendment Two to the Company's Registration Statement on
               Form SB-2 (File No. 333-22949) filed with the SEC on January 9,
               1998)

   10.29       PNC Bank of Delaware - Promissory Note (Incorporated by reference
               from Exhibit 10.22 of Amendment Two to the Company's Registration
               Statement on Form SB-2 (File No. 333-22949) filed with the SEC on
               January 9, 1998)

   10.30       Letter Employment Agreement - Michael D. Schmidt (Incorporated by
               reference from Exhibit 10.30 of the Form 10KSB filed on March
               31,1998)

                                       6
<PAGE>   7
EXHIBIT NO.    DESCRIPTION
-----------    -----------

   10.31       Eaglebrook Plastics, Inc. Stock Purchase Agreement (Incorporated
               by reference from Exhibit10.31 of the Form 8K filed on February
               10,1999)

   10.32       Eaglebrook Plastics, Inc. Stock Purchase Agreement (Incorporated
               by reference from Exhibit 10.32 of the Form 8K filed on February
               10,1999)

   10.33       Coast Business Credit Loan and Security Agreement; Amendment to
               Loan and Security Agreement; Second Amendment to Loan and
               Security Agreement; Third Amendment to Loan and Security
               Agreement; and Fourth Amendment to Loan and Security Agreement
               (Incorporated by reference from Exhibit 10.33 of the Form 10KSB
               filed with the SEC on March 30, 1999)

   10.34       Convertible Debenture Purchase Agreements with Halifax Fund, L.P.
               dated December 22, 1998 and January 26, 1999 (Incorporated by
               reference from Exhibit 10.34 of the Form 10KSB filed with the SEC
               on March 30, 1999)

   10.35       Convertible Debenture Purchase Agreement with Societe Generale,
               L.P. dated December 22, 1998 and January 26, 1999 (Incorporated
               by reference from Exhibit 10.35 of the Form 10KSB filed with the
               SEC on March 30, 1999)

   10.36       1999 Employee Stock Option Plan (Incorporated by reference from
               Exhibit 10.36 of the Form 10KSB filed with the SEC on March 30,
               1999)

   10.37       1999 Non-Employee Director Stock Option Plan (Incorporated by
               reference from Exhibit 10.37 of the Form 10KSB filed with the SEC
               on March 30, 1999)

   10.38       Amendment to 1999 Employee Stock Option Plan (Incorporated by
               reference from Exhibit 10.38 of the Form 10-KSB filed with the
               SEC on March 30, 1999.)

   10.39       Employment Agreement of Bruce C. Rosetto (Incorporated by
               reference from Exhibit 10.39 of the Form 10-KSB filed with the
               SEC on March 30, 1999.)

   10.40       Employment Agreement of Michael D. Schmidt (Incorporated by
               reference from Exhibit 10.40 of the Form 10-KSB filed with the
               SEC on March 30, 1999.)

                                       7
<PAGE>   8
EXHIBIT NO.    DESCRIPTION
-----------    -----------


   10.41       Employment Agreement of John W. Poling (Incorporated by reference
               from Exhibit 10.41 of the Form 10-KSB filed with the SEC on March
               30, 1999.)

   10.42       Employment Agreement of Mark S. Alsentzer (Incorporated by
               reference from Exhibit 10.42 of the Form 10-KSB filed with the
               Sec on March 30, 1999.)

   10.43       Private Placement Stock Purchase Agreement dated August 1999
               (Incorporated by reference from Exhibit 10.44 of the Form 10-KSB
               filed with the SEC on March 30, 1999.)

   10.44       Asset Purchase Agreement - Baron Enterprises, Inc. (Incorporated
               by reference from Exhibit 10.44 of Form 10Q filed with the SEC on
               May 15, 2000)

   10.45       Master Security Agreement - GE Capital (Incorporated by reference
               from Exhibit 10.45 of Form 10Q filed with the SEC on May 15,
               2000)

   10.46       Master Credit Agreement with Bank of America (Incorporated by
               reference from Exhibit 10.46 of Form 10Q filed with the SEC on
               August 14, 2000)

   10.47       Amendment to the Master Credit Agreement with Bank of America
               (Incorporated by reference from Exhibit 10.47 of Form 10Q filed
               with the SEC on November 14, 2000)

   10.48       Series "D" Preferred Stock Certificate of Designation*

   10.49       Series "E" Preferred Stock Certificate of Designation*

   10.50       Common Stock Purchase Agreement with Fusion Capital Fund*

   10.51       Waiver and Second Amendment Agreement to Master Credit Agreement
               with Bank of America*

   10.52       Amendments to GE Capital Master Agreement*

   21.1        List of subsidiaries

   23.1        Consent of Arthur Andersen LLP, independent certified public
               accountants


                                       8
<PAGE>   9
EXHIBIT NO.    DESCRIPTION
-----------    -----------

   23.2        Consent of Callahan & Company P.C, independent certified public
               accountants

   23.3        Consent of KPMG LLP, independent auditors


---------------------
* Previously filed in the Form 10-K filed with the SEC on April 3, 2001.



                                       9
<PAGE>   10


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date: April 5, 2001                   U.S. Plastic Lumber Corp.

                                      By:  /s/ MARK S. ALSENTZER
                                           ------------------------------------
                                      Mark S. Alsentzer, Chairman of the Board
                                      Chief Executive Officer and President



                  In accordance with the Exchange Act, this report has been
      signed below by the following persons on behalf of the registrant and in
      the capacities and on the dates indicated.

/s/ MARK S. ALSENTZER                                     Date: April 5, 2001
----------------------------------------------
Mark S. Alsentzer, Chairman of the Board
Chief Executive Officer and President

/s/ JOHN W. POLING                                        Date: April 5, 2001
----------------------------------------------
      John W. Poling, Chief Financial Officer

/s/ AUGUST C. SCHULTES, III                               Date: April 5, 2001
----------------------------------------------
      August C. Schultes III, Director

/s/ GARY J. ZIEGLER                                       Date: April 5, 2001
----------------------------------------------
      Gary J. Ziegler, Director

/s/ ROGER N. ZITRIN                                       Date: April 5, 2001
----------------------------------------------
      Roger N. Zitrin, Director

/s/ KENNETH LEUNG                                         Date: April 5, 2001
----------------------------------------------
      Kenneth Leung, Director



                                       10
<PAGE>   11



                                  EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION

   2.1          Agreement & Plan of Reorganization [Earth Care/Educational
                Storybooks] (Incorporated by reference from Exhibit 2.1 to the
                Company's Registration Statement on Form SB-2 (File No.
                333-22949) filed with the SEC on March 7, 1997)

   3.1          Articles of Incorporation of Front Street, Inc., the predecessor
                of the Company (Incorporated by reference from Exhibit 3.1 to
                the Company's Registration Statement on Form SB-2 (File No.
                333-22949) filed with the SEC on March 7, 1997)

   3.2          Articles of Amendment of Front Street, Inc., the predecessor of
                the Company (Incorporated by reference from Exhibit 3.2 to the
                Company's Registration Statement on Form SB-2 (File No.
                333-22949) filed with the SEC on March 7, 1997)

   3.3          Articles of Amendment to the Articles of Incorporation of
                Educational Storybooks, Inc., the predecessor of the Company
                (Incorporated by reference from Exhibit 3.3 to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on March 7, 1997)

   3.4          Articles of Amendment to the Articles of Incorporation of
                Educational Storybooks, Inc., the predecessor of the
                Company(Incorporated by reference from Exhibit 3.4 to the
                Company's Registration Statement on Form SB-2 (File No.
                333-22949) filed with the SEC on March 7, 1997)

   3.5          Articles of Merger [Educational Storybooks and U.S. Plastic
                Lumber Corp.] (Incorporated by reference from Exhibit 3.5 to the
                Company's Registration Statement on Form SB-2 (File No.
                333-22949) filed with the SEC on March 7, 1997)

   3.6          By-Laws (Incorporated by reference from Exhibit 3.6 to the
                Company's Registration Statement on Form SB-2 (File No.
                333-22949) filed with the SEC on March 7, 1997)


                                       11
<PAGE>   12
EXHIBIT NO.     DESCRIPTION


   4.1          Common Stock Specimen Certificate (Incorporated by reference
                from Exhibit 4.1 to the Company's Registration Statement on Form
                SB-2 (File No. 333-22949) filed with the SEC on March 7, 1997)

   4.2          Warrant Agreement (Incorporated by reference from Exhibit 4.2 to
                the Company's Registration Statement on Form SB-2 (File No.
                333-22949) filed with the SEC on March 7, 1997)

   4.3          Series A Warrant Certificate (Incorporated by reference from
                Exhibit 4.3 to the Company's Registration Statement on Form SB-2
                (File No. 333-22949) filed with the SEC on March 7, 1997)

   4.4          Series B Warrant Certificate (Incorporated by reference from
                Exhibit 4.4 to the Company's Registration Statement on Form SB-2
                (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.1         Jeanell Sales Corp. Acquisition Agreement (Incorporated by
                reference from Exhibit 10.1 to the Company's Registration
                Statement on Form SB-2 (File No. 333-22949) filed with the SEC
                on March 7, 1997)

   10.2         Duratech Acquisition Agreement (Incorporated by reference from
                Exhibit 10.2 to the Company's Registration Statement on Form
                SB-2 (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.3         Clean Earth Acquisition Agreement (Incorporated by reference
                from Exhibit 10.3 to the Company's Registration Statement on
                Form SB-2 (File No. 333-22949) filed with the SEC on March 7,
                1997)

   10.4         RPI Acquisition Agreement (Incorporated by reference from
                Exhibit 10.4 to the Company's Registration Statement on Form
                SB-2 (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.5         ARDT Acquisition Agreement (Incorporated by reference from
                Exhibit 10.5 to the Company's Registration Statement on Form
                SB-2 (File No. 333-22949) filed with the SEC on March 7, 1997)

                                       12
<PAGE>   13
EXHIBIT NO.     DESCRIPTION


   10.6         Employment Agreement - Mark Alsentzer (Incorporated by reference
                from Exhibit 10.6 to the Company's Registration Statement on
                Form SB-2 (File No. 333-22949) filed with the SEC on March 7,
                1997)

   10.7         Employment Agreement - Harold Gebert (Incorporated by reference
                from Exhibit 10.7 to the Company's Registration Statement on
                Form SB-2 (File No. 333-22949) filed with the SEC on March 7,
                1997)

   10.8         Employment Agreement - David Farrow (Incorporated by reference
                from Exhibit 10.8 to the Company's Registration Statement on
                Form SB-2 (File No. 333-22949) filed with the SEC on March 7,
                1997)

   10.9         Rutgers Licensing Agreement (Incorporated by reference from
                Exhibit 10.9 to the Company's Registration Statement on Form
                SB-2 (File No. 333-22949) filed with the SEC on March 7, 1997)

   10.10        ESP Acquisition Agreement (Incorporated by reference from
                Exhibit 10.10 of Amendment One to the Company's Registration
                Statement on Form SB-2 (File No. 333-22949) filed with the SEC
                on August 26, 1997)

   10.11        ITS Acquisition Agreement (Incorporated by reference from
                Exhibit 10.11 of Amendment One to the Company's Registration
                Statement on Form SB-2 (File No. 333-22949) filed with the SEC
                on August 26, 1997)

   10.12        EPC Acquisition Agreement (Incorporated by reference from
                Exhibit 10.12 of Amendment One to the Company's Registration
                Statement on Form SB-2 (File No. 333-22949) filed with the SEC
                on August 26, 1997)

   10.13        IIC/USPL Joint Venture Agreement (Incorporated by reference from
                Exhibit 10.13 of Amendment One to the Company's Registration
                Statement on Form SB-2 (File No. 333-22949) filed with the SEC
                on August 26, 1997)


                                       13
<PAGE>   14
EXHIBIT NO.     DESCRIPTION

   10.14        S D & G License and Operating Agreement (Incorporated by
                reference from Exhibit 10.14 of Amendment One to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on August 26, 1997)

   10.15        Ground Lease Agreement (Carteret Biocycle) (Incorporated by
                reference from Exhibit 10.15 of Amendment One to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on August 26, 1997)

   10.16        Lease Agreement (Brock Mgt/Earth Care TN) (Incorporated by
                reference from Exhibit 10.16 of amendment One to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on August 26, 1997)

   10.17        Lease Agreement (APEC/Earth Care Midwest) (Incorporated by
                reference from Exhibit 10.17 of Amendment One to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on August 26, 1997)

   10.18        Lease Agreement (Plastic Properties LLC/RPI) (Incorporated by
                reference from Exhibit 10.18 of amendment One to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on August 26, 1997)

   10.19        Lease Agreement (Dalphon Sr./Clean Earth) (Incorporated by
                reference from Exhibit 10.10 of Amendment One to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on August 26, 1997)

   10.20        Lease Agreement (Glades Twin Plaza/Earth Care) (Incorporated by
                reference from Exhibit 10.20 of Amendment One to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on August 26, 1997)



                                       14
<PAGE>   15
EXHIBIT NO.     DESCRIPTION


   10.21        Lease Agreement (Consol. Realty/EPC) (Incorporated by reference
                from Exhibit 10.21 of Amendment One to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on August 26, 1997)

   10.22        Lease Agreement (Waste Concepts, Inc.) (Incorporated by
                reference from Exhibit 10.22 of Amendment Two to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on January 9, 1998)

   10.23        Lease Agreement (Earth Care Partners of Tennessee) (Incorporated
                by reference from Exhibit 10.22 of Amendment Two to the
                Company's Registration Statement on Form SB-2 (File No.
                333-22949) filed with the SEC on January 9, 1998)

   10.24        WCI Acquisition Agreement (Incorporated by reference from
                Exhibit 10.22 of Amendment Two to the Company's Registration
                Statement on Form SB-2 (File No. 333-22949) filed with the SEC
                on January 9, 1998)

   10.25        CTI Stock Purchase Agreement (Incorporated by reference from
                Exhibit 10.22 of Amendment Two to the Company's Registration
                Statement on Form SB-2 (File No. 333-22949) filed with the SEC
                on January 9, 1998)

   10.26        Employment Agreement - Steven Sands (Incorporated by reference
                from Exhibit 10.22 of Amendment Two to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on January 9, 1998)

   10.27        Employment Agreement - Bruce Rosetto (Incorporated by reference
                from Exhibit 10.22 of Amendment Two to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on January 9, 1998)

   10.28        ICC/USPL Joint Venture II (Incorporated by reference from
                Exhibit 10.22 of Amendment Two to the Company's Registration
                Statement on Form SB-2 (File No. 333-22949) filed with the SEC
                on January 9, 1998)


                                       15
<PAGE>   16
EXHIBIT NO.     DESCRIPTION

   10.29        PNC Bank of Delaware - Promissory Note (Incorporated by
                reference from Exhibit 10.22 of Amendment Two to the Company's
                Registration Statement on Form SB-2 (File No. 333-22949) filed
                with the SEC on January 9, 1998)

   10.30        Letter Employment Agreement - Michael D. Schmidt (Incorporated
                by reference from Exhibit 10.30 of the Form 10KSB filed on March
                31,1998)

   10.31        Eaglebrook Plastics, Inc. Stock Purchase Agreement (Incorporated
                by reference from Exhibit10.31 of the Form 8K filed on February
                10,1999)

   10.32        Eaglebrook Plastics, Inc. Stock Purchase Agreement (Incorporated
                by reference from Exhibit 10.32 of the Form 8K filed on February
                10,1999)

   10.33        Coast Business Credit Loan and Security Agreement; Amendment to
                Loan and Security Agreement; Second Amendment to Loan and
                Security Agreement; Third Amendment to Loan and Security
                Agreement; and Fourth Amendment to Loan and Security Agreement
                (Incorporated by reference from Exhibit 10.33 of the Form 10KSB
                filed with the SEC on March 30, 1999)

   10.34        Convertible Debenture Purchase Agreements with Halifax Fund,
                L.P. dated December 22, 1998 and January 26, 1999 (Incorporated
                by reference from Exhibit 10.34 of the Form 10KSB filed with the
                SEC on March 30, 1999)

   10.35        Convertible Debenture Purchase Agreement with Societe Generale,
                L.P. dated December 22, 1998 and January 26, 1999 (Incorporated
                by reference from Exhibit 10.35 of the Form 10KSB filed with the
                SEC on March 30, 1999)

   10.36        1999 Employee Stock Option Plan (Incorporated by reference from
                Exhibit 10.36 of the Form 10KSB filed with the SEC on March 30,
                1999)

   10.37        1999 Non-Employee Director Stock Option Plan (Incorporated by
                reference from Exhibit 10.37 of the Form 10KSB filed with the
                SEC on March 30, 1999)



                                       16
<PAGE>   17
EXHIBIT NO.     DESCRIPTION


   10.38        Amendment to 1999 Employee Stock Option Plan (Incorporated by
                reference from Exhibit 10.38 of the Form 10-KSB filed with the
                SEC on March 30, 1999.)

   10.39        Employment Agreement of Bruce C. Rosetto (Incorporated by
                reference from Exhibit 10.39 of the Form 10-KSB filed with the
                SEC on March 30, 1999.)

   10.40        Employment Agreement of Michael D. Schmidt (Incorporated by
                reference from Exhibit 10.40 of the Form 10-KSB filed with the
                SEC on March 30, 1999.)

   10.41        Employment Agreement of John W. Poling (Incorporated by
                reference from Exhibit 10.41 of the Form 10-KSB filed with the
                SEC on March 30, 1999.)

   10.42        Employment Agreement of Mark S. Alsentzer (Incorporated by
                reference from Exhibit 10.42 of the Form 10-KSB filed with the
                SEC on March 30, 1999.)

   10.43        Private Placement Stock Purchase Agreement dated August 1999
                (Incorporated by reference from Exhibit 10.44 of the Form 10-
                KSB filed with the SEC on March 30, 1999.)

   10.44        Asset Purchase Agreement - Baron Enterprises, Inc. (Incorporated
                by reference from Exhibit 10.44 of Form 10Q filed with the SEC
                on May 15, 2000)

   10.45        Master Security Agreement - GE Capital (Incorporated by
                reference from Exhibit 10.45 of Form 10Q filed with the SEC on
                May 15, 2000)

   10.46        Master Credit Agreement with Bank of America (Incorporated by
                reference from Exhibit 10.46 of Form 10Q filed with the SEC on
                August 14, 2000)

   10.47        Amendment to the Master Credit Agreement with Bank of America
                (Incorporated by reference from Exhibit 10.47 of Form 10Q filed
                with the SEC on November 14, 2000)

   10.48        Series "D" Preferred Stock Certificate of Designation*

   10.49        Series "E" Preferred Stock Certificate of Designation*

                                       17
<PAGE>   18
EXHIBIT NO.     DESCRIPTION


   10.50        Common Stock Purchase Agreement with Fusion Capital Fund*

   10.51        Waiver and Second Amendment Agreement to Master Credit Agreement
                with Bank of America*

   10.52        Amendments to GE Capital Master Agreement*

   21.1         List of subsidiaries

   23.1         Consent of Arthur Andersen LLP, independent certified public
                accountants

   23.2         Consent of Callahan & Company P.C, independent certified public
                accountants

   23.3         Consent of KPMG LLP, independent auditors

---------------------
      * Previously filed in the Form 10-K filed with the SEC on April 3, 2001.



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