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                                                                   Exhibit 10.37


                  1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

         U.S. Plastic Lumber Corporation and ("USPL") hereby adopts this 1999
Non-Employee Director Stock Option Plan (the "Plan") the terms of which shall be
as follows:

1.       PURPOSE

         The Plan is intended to advance the interests of USPL by providing
eligible individuals (as designated pursuant to section 4 below) with an
opportunity to acquire or increase a proprietary interest in USPL, which thereby
will create a stronger incentive to expend maximum effort for the growth and
success of USPL, and will encourage such eligible individuals to remain in the
service of USPL. Each stock option granted under the plan (an "Option") shall be
an option that is not intended to constitute an "incentive stock option"
("Incentive Stock Option") within the meaning of section 422 of the Internal
Revenue Code of 1986, or the corresponding provision of any subsequently enacted
tax statute, as amended from time to time (the "Code").

2.       ADMINISTRATION

         (a) The Plan shall be administered by the Compensation Committee of the
Board of Directors of USPL (the "Committee"), which shall have the full power
and authority to take all actions, and to make all determinations required or
provided for under the Plan or in the Option granted or Option Agreement (as
defined in section 8 below) entered into under the Plan and all such other
actions and determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Committee to be necessary or appropriate to
the administration of the Plan or any Option granted or Option Agreement entered
into hereunder. All such actions and determinations shall be by the affirmative
vote of a majority of the members of the Committee present at a meeting at which
any issue relating to the Plan is properly raised for consideration or without a
meeting by written consent of the Committee executed in accordance with USPL's
Certificate of Incorporation and Bylaws, and with applicable law. The
interpretation and construction by the Committee of any provision of the Plan or
of any Option granted or Option Agreement entered into hereunder shall be final
and conclusive.

         (b) The Board may from time to time appoint a Compensation Committee
(the "Committee") consisting of not less than two members of the Board, none of
whom shall be an officer or other salaried employee of USPL or any
Subsidiary. The Board may remove members, add members, and fill vacancies on the
Committee from time to time, all in accordance with USPL's Certificate of
Incorporation and Bylaws, and Nevada applicable law. The majority vote of the
Committee, or acts reduced to or approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.

         (c) NO LIABILITY. No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option granted or Option Agreement entered into hereunder.





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3.       STOCK

         The stock that may be issued pursuant to Options granted under the Plan
shall be shares of common stock, $.0001 par value, of USPL (the "Stock"), which
shares may be treasury shares or authorized but unissued shares. The number of
shares of Stock that may be issued pursuant to Options granted under the Plan
shall not exceed in the aggregate 150,000 shares, subject to adjustment as
provided in Section 17 below. If any Option expires, terminates, or is
terminated or canceled for any reason prior to exercise in full, the shares of
Stock that were subject to the unexercised portion of such Option shall be
available for future Options granted under the Plan.

4.       ELIGIBILITY

         (a) DIRECTORS. Options may be granted under the Plan to any
non-employee director of USPL or any other entity of which on the relevant date
at least a majority of the securities or other ownership interest having
ordinary voting power (absolutely or contingently) for the election of directors
or other persons performing similar functions ("Voting Securities") are at the
time owned directly or indirectly by USPL, as the Board shall determine and
designate from time to time prior to expiration or termination of the Plan.

         (b) MULTIPLE GRANTS. And individual may hold more than one Option,
subject to such restrictions as are provided herein.

5.       EFFECTIVE DATE AND TERM OF THE PLAN

         (a) EFFECTIVE DATE. The Plan shall be effective as of the date of
adoption by the Board, which date is March 10, 1999, subject to approval of the
Plan, within one year of such effective date, by the stockholders of USPL by a
majority of votes present and entitled to vote at a duly held meeting of the
stockholders at which a quorum representing a majority of all outstanding voting
stock is present, either in person or by proxy or by written consent in
accordance with USPL's Certificate of Incorporation and Bylaws; provided,
however, that upon approval of the Plan by the stockholders of USPL set forth
above, all Options granted under the Plan on or after the effective date shall
be fully effective as if the stockholders of USPL approved the Plan on the
effective date. If the stockholders fail to approve the Plan within one year of
such effective date, any options granted hereunder shall be null and void and of
no effect.

         (b) TERM. The Plan shall terminate when all options awarded under the
Plan have been exercised, provided that no options may be granted under the Plan
more than 10 years from the earlier of the date the Plan is adopted by the
Company or initially approved by the shareholders of the Company.

6.       GRANT OF OPTIONS

         Subject to the terms and conditions of the Plan, the Committee may, at
any time and from time to time, prior to the date of termination of the Plan,
grant to such eligible individuals as the Committee may determine ("Optionees"),
Options to purchase such 



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number of shares of the Stock on such terms and conditions as the Committee may
determine. The date on which the Committee approved the grant of an Option (or
such later date as specified by the Committee) shall be considered the date on
which such Option is granted.

7.       OPTION AGREEMENTS

         All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by USPL and by the Optionee, in
such form or forms as the Committee shall from time to time determine. Option
Agreements covering Options granted from time to time or at the same time need
not contain similar provisions; provided, however, that all such Option
Agreements shall comply with all terms of the Plan.

8.       OPTION PRICE

         The purchase price of each share of the Stock subject to an Option (the
"Option Price") shall be fixed by the Board and stated in each Option Agreement,
and shall be not less than 100 percent of the closing price of a share of the
Stock, as reported on NASDAQ or other exchange on which the Company's stock
normally trades or if the Company's stock is not traded on the NASDAQ or other
exchange, as determined in good faith by the Board of Directors, on the date the
Option is granted.

9.         TERM AND EXERCISE OF OPTIONS

         (a) OPTION PERIOD. Each Option granted under the Plan shall terminate
and all rights to purchase shares thereunder shall cease upon the expiration of
ten years from the date such Option is granted, or on such date prior thereto as
may be fixed by the Board and stated in the Option Agreement relating to such
Option.

         (b) VESTING AND LIMITATION ON EXERCISE. Except as otherwise provided
herein, each Option shall become exercisable with respect to 100 percent of the
total number of shares subject to the Option on the date of its grant (the
"Vesting Date"); provided, however, that the Board may in its discretion provide
that an Option may be exercised, in whole or in part, at any time from time to
time, over a period commencing on or after the date of grant and ending upon the
expiration or termination of the Option, as the Board shall determine and set
forth in the Option Agreement relating to such Option. Without limiting the
foregoing, the Board, subject to the terms and conditions of the Plan, may in
its sole discretion provide that an Option may be exercised immediately upon
grant or that it may not be exercised in whole or in part for any period or
periods of time during which such Option is outstanding; provided, however, that
any vesting requirements or other such limitation on the exercise of an Option
may be rescinded, modified or waived by the Board, in its sole discretion, at
any time and from time to time after the date of grant of such Option, so as to
accelerate the time at which the Option may be exercised.



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         (c) METHOD OF EXERCISE. An Option that is exercisable hereunder may be
exercised by delivery to USPL on any business day, at its principal office,
addressed to the attention of the Vice President and General Counsel, of written
notice of exercise, which notice shall specify the number of shares with respect
to which the Option is being exercised, and shall be accompanied by payment in
full of the Option Price of the shares for which the Option is being exercised,
except as provided below. The minimum number of shares of Stock with respect to
which an Option may be exercised, in whole or in part, at any time shall be the
lesser of 100 shares or the maximum number of shares available for purchase
under the Option the time of exercise. Payment of the Option Price for the
shares of Stock purchased pursuant to the exercise of an Option shall be made
(i) in cash or in cash equivalents; (ii) through the tender to USPL of shares of
Stock, which shares shall be valued, for purposes of determining the extent to
which the Option Price has been paid thereby, at their fair market value
(determined in the manner described in Section 9 above) on the date of exercise;
(iii) by delivering a written direction to USPL that the Option be exercised
pursuant to a "cashless" exercise/sale procedure (pursuant to which funds to pay
for exercise of the Option are delivered to USPL by a broker upon receipt of
stock certificates from USPL) or a cashless exercise/loan procedure (pursuant to
which the Optionees would obtain a margin loan from a broker to fund the
exercise) through a licensed broker acceptable to USPL whereby the stock
certificate or certificates for the shares of Stock for which the Option is
exercised will be delivered to such broker as the agent for the individual
exercising the Option and the broker will deliver to USPL cash (or cash
equivalent acceptable to USPL) equal to the Option Price for the shares of Stock
purchased pursuant to the exercise of the Option plus the amount (if any) of
federal and other taxes that USPL, may, in its sole judgment, be required to
withhold with respect to the exercise of the Option; (iv) to the extent
permitted by applicable law and under the terms of the Option Agreement with
respect to such Option, by the delivery of a promissory note of the Optionee to
USPL on such terms as shall be set out in such Option Agreement and as shall be
acceptable to the Company in its sole discretion; or (v) by combination of
methods described in (i), (ii), (iii) and (iv). Payment in full of the Option
Price need not accompany the written notice of exercise if the Option is
exercised pursuant to the cashless exercise/sale procedure described above. An
attempt to exercise any Option granted hereunder other than as set forth above
shall be invalid and of no force and effect. Promptly after the exercise of an
Option, the individual exercising the Option shall be entitled to the issuance
of the Stock certificate or certificates evidencing his ownership of such
shares. A separate Stock certificate or certificates shall be issued for any
shares purchased pursuant to the exercise of an Option that is intended to be an
Incentive Stock Option, which certificate or certificates shall not include any
shares purchased pursuant to the exercise of an Option that is not an Incentive
Stock Option. An individual holding or exercising an Option shall have none of
the rights of a shareholder until the shares of Stock covered thereby are fully
paid and issued to him and, except as provided in Section 18 below, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the date of such issuance.

         (d) CHANGE IN CONTROL. In the event of a Change in Control (as defined 
below), except as the Board shall otherwise provided in an Option Agreement with
respect to an Option granted under the Plan, all outstanding Options shall
become 



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immediately exercisable in full, without regard to any limitation on exercise
imposed pursuant to Section 10(b) above. For purposes of the Plan, a "Change in
Control" shall be deemed to occur (a) if any person, other than Stout
Partnership, shall acquire direct or indirect beneficial ownership of more than
40% of the total combined voting power with respect to the election of directors
of the issued and outstanding stock of USPL (except that no Change in Control
shall be deemed to have occurred if the persons who are stockholders of USPL
immediately before such acquisition own all or substantially all of the voting
stock or other interests of such person immediately after such transaction), or
(b) have the power (whether as result of stock ownership, revocable or
irrevocable proxies, contract or otherwise) or ability to elect or cause the
election of directors consisting at the time of such election of the majority of
the Board. A "person" for this purpose shall mean any person, corporation,
partnership, joint venture or other entity or any group (as such term is defined
for purposes of Section 13(d) of the Exchange Act) and a person shall be deemed
to be a beneficial owner as that term is used in Rule 13d-3 under the Exchange
Act. The amount payable under this Section 10(d) shall be remitted by USPL in
cash or by certified or bank check, reduced by applicable tax withholding.

         (e) Notwithstanding any other provision of the Plan, no Option granted
to an Optionee under the Plan shall be exercisable in whole or in part prior to
the date the Plan is approved by the stockholders of USPL has provided in
section 5 above.

9.       TRANSFERABILITY OF OPTIONS

         Non-Qualified Stock Options granted under the Non-Employee Director
Plan may be transferred only by gift or qualified domestic relations order to a
family member (as defined below) of a director of the Company. The term "family
member" includes any child, stepchild, grandchild, parent, step parent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the employee's household
(other than a tenant or employee), a trust which these persons have more than 50
percent of the beneficial interest, a foundation which these persons (or the
employee) control management of assets, and any other entity in which these
persons (or the employee) own more than 50 percent of the voting interest.

10.      TERMINATION OF SERVICE

         (a) GENERAL. Except as otherwise provided herein, upon the termination
of service of an Optionee with USPL or the death or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, any Option granted to an Optionee pursuant to the Plan shall terminate
upon the expiration of ninety days from the date of such termination of service
and such Optionee shall have no further right to purchase shares of Stock
pursuant to such Option. Notwithstanding the foregoing provisions of this
Section 12, the Board may provide, in its discretion, that following the
termination of service of an Optionee with USPL, an Optionee may exercise an
Option, in whole or in part, at any time subsequent to such termination of
service and prior to termination of the Option pursuant to Section 10 (a) above,
either subject to or without regard to any vesting or other limitations on
exercise imposed pursuant to Section 10(b) above.




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         (b) Whether a leave of absence or lien on military or government
service shall constitute a termination of employment of service for purposes of
the Plan shall be determined by the Board, which determination shall be final
and conclusive.

11.      RIGHTS IN THE EVENT OF DEATH OR DISABILITY

         (a) DEATH. If an Optionee dies while in the employ or service of USPL
within the period following termination of service for which the Option is
exercisable under Section 12 above or Section 13(b) below, all Options held by
such Optionee prior to death shall become immediately exercisable in full and
the executors or administrators or legatees or distributees of such Optionee's
estate shall have the right, at any time within twelve months after the date of
such Optionee's death and prior to termination of the Option pursuant to Section
10(a) above, to exercise any Option held by such Optionee at the date of such
Optionee's death; provided, however, that the Board may provide, in its
discretion, that following the death of an Optionee, the executors or
administrators or legatees or distributees of such Optionee's estate may
exercise an Option, in whole or in part, at any time subsequent to such
Optionee's death and prior to termination of the Option pursuant to Section 10
(a) above, either subject to or without regard to any vesting or other
limitation on exercise imposed pursuant to Section 10(b) above.

         (b) DISABILITY. If an Optionee terminates service with USPL by reason
of the "permanent and total disability" (within the meaning of Section 22(e)(3) 
of the Code) of such Optionee, then all Options held by such Optionee shall
become immediately exercisable in full and the Optionee shall have the right, at
any time within twelve months after such termination of service and prior to
termination of the Option pursuant to Section 10(a) above, to exercise, in
whole or in part, any Option held by such Optionee at the date of such
termination of service; provided, however, that the Board may provide, in its
discretion, that an Optionee may, in the event of the termination of service of
the Optionee with USPL by reason of the "permanent and total disability" (within
the meaning of Section 22(e)(3) of the Code) of such Optionee, exercise an
Option in whole or in part, at any time subsequent to such termination of
service and prior to termination of the Option pursuant to Section 10(a) above,
either subject to or without regard to any vesting or other limitation on
exercise imposed pursuant to Section 10(b) above. Whether a termination of
service is to be considered by reason of "permanent and total disability" for
purposes of this Plan shall be determined by the Board, which termination shall
be final and conclusive.

12.      REQUIREMENTS OF LAW

         (a) VIOLATIONS OF LAW. USPL shall not be required to sell or issue any
shares of Stock under any Option if the sale or issuance of such shares would
constitute a violation by the individual exercising the Option or USPL of any
provisions of any law or regulation of any governmental authority, including
without limitation any federal or state securities laws or regulations. Any
determination in this connection by the Board shall be final, binding, and
conclusive. USPL shall not be obligated to take any affirmative action in order
to cause the exercise of an Option or the issuance of shares 


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pursuant thereto to comply with any law or regulation of any governmental
authority. As to any jurisdiction that expressly imposes the requirement that an
Option shall not be exercisable unless and until the shares of Stock covered by
such Option are registered or are subject to an available exemption from
registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction apply) shall be deemed conditioned upon the effectiveness
of such registration or the availability of such an exemption.

         (b) COMPLIANCE WITH RULE 16b-3. The intent of this Plan is to qualify
for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent
any provision of the Plan does not comply with the requirements of Rule 16b-3,
it shall be deemed inoperative to the extent permitted by law and deemed
advisable by the Board and shall not affect the validity of the Plan. In the
event Rule 16b-3 is revised or replaced, the Board, or the Committee acting on
behalf of the Board, may exercise discretion to modify this Plan in any respect
necessary to satisfy the requirements of the revised exemption or its
replacement.

        (c) COMPLIANCE WITH SECURITIES ACT OF 1933. The following two paragraphs
shall be applicable if, on the date of exercise of this option, the Common Stock
to be purchased pursuant to such exercise has not been registered under the
Securities Act of 1933, as amended, and under applicable state securities laws,
and shall continue to be applicable for so long as such registration has not
occurred:

                 (i) The Optionee hereby agrees, warrants and represents that he
        will acquire the Common Stock to be issued hereunder for his own account
        for investment purposes only, and not with a view to, or in connection
        with, any resale or other distribution of any of such shares, except as
        hereafter permitted. The Optionee further agrees that he will not at any
        time make any offer, sale, transfer pledge or other disposition of such
        Common Stock to be issued hereunder without an effective registration
        statement under the Securities Act of 1933, as amended, and under any
        applicable state securities laws or an opinion of counsel acceptable to
        the Company to the effect that the proposed transaction will be exempt
        from such registration. The Optionee shall execute such instruments,
        representations, acknowledgments and agreements as the Company may, in
        its sole discretion, deem advisable to avoid any violation of federal,
        state, local, or securities exchange rule, regulation or law.

                 (ii) The certificates for Common Stock to be issued to the
        Optionee hereunder shall bear the following legend:

     "The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended, or under applicable state securities
laws. The shares have been acquired for investment and may not be offered, sold,
transferred, pledged or otherwise disposed of without an effective registration
statement under the Securities Act of 1933, as amended, and under any applicable
state securities laws or an opinion of counsel acceptable to the Company that
the proposed transaction will be exempt from such registration."




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         The foregoing legend shall be removed upon registration of the legended
shares under the Securities Act of 1933, as amended, and under any applicable
state laws or upon receipt of an opinion of counsel acceptable to the Company
that said registration is no longer required.

         The sole purpose of the agreements, warranties, representations and
legend set forth in the two immediately preceding paragraphs is to prevent
violations of the Securities Act of 1933, as amended, and any applicable state
securities laws.

13.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted; provided, however, that no amendment by the Board shall, without
approval by a majority of the votes present and entitled to vote at a duly held
meeting of the stockholders of USPL at which a quorum representing a majority of
all outstanding voting stock is, either in person or by proxy, present and
voting on the amendment, or by written consent in accordance with applicable
state law and the Certificate of Incorporation and Bylaws of USPL, change the
requirements as to eligibility to receive Options, increase the maximum number
of shares of Stock in the aggregate that may be sold pursuant to Options granted
under the Plan (except as permitted under Section 17 hereof). Except as
permitted under Section 17 hereof, no amendment, suspension or termination of
the Plan shall, without the consent of the holder of the Option, alter or impair
rights or obligations under any Option theretofore granted under the Plan.

14.      EFFECT OF CHANGES IN CAPITALIZATION

         (a) RECAPITALIZATION. If the outstanding shares of Stock are increased
or decreased or changed into or exchanged for a different number or kind of
shares or other securities of USPL by reason of any recapitalization,
reclassification, stock split, reverse split, combination of shares, exchange of
shares, stock dividend or other distribution payable in capital stock, or other
increase or decrease in such shares effected without receipt of consideration by
USPL, occurring after the effective date of the Plan, the number and kinds of
shares for the purchase of which Options may be granted under the Plan shall be
adjusted proportionately and accordingly by USPL. In addition, the number and
kind of shares for which Options are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of the holder
of the Option immediately following such event, to the extent practicable, be
the same as immediately prior to such event. Any such adjustment in outstanding
Options shall not change the aggregate 




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Option Price payable with respect to shares subject to the unexercised portion
of the Option outstanding and shall include a corresponding proportionate
adjustment in the Option Price per share. If there is a distribution payable in
the capital stock of a subsidiary corporation (a "Spin-off Corporation") of USPL
("Spin-off Shares"), to the extent consistent with Treasury Regulation Section
1.425-1(a)(6) or the corresponding provision of any subsequent regulation, each
outstanding Option shall thereafter additionally pertain to the number of
Spin-off Shares that would have been received in such distribution by a
shareholder of USPL who owns a number of shares of Common Stock equal to the
number of shares that are subject to the Option at the time of such
distribution, the aggregate Option Price of the Option shall be allocated
between the Spin-off Shares and the Common Stock in proportion to the relative
fair market values of a Spin-off Share and a share of Common Stock immediately
after the distribution of Spin-off Shares, and the Option shall be exercisable
separately as to the shares of Common Stock and Spin-off Shares covered thereby.

         (b) REORGANIZATION IN WHICH USPL IS THE SURVIVING CORPORATION. Subject
to the discretion of the Compensation Committee of the Board of Directors, if
USPL shall be the surviving corporation in any reorganization, merger, or
consolidation of USPL with one or more other corporations, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option would have been entitled immediately following such reorganization,
merger or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger or consolidation.

         (c) DISSOLUTION OR LIQUIDATION; REORGANIZATION IN WHICH USPL IS NOT THE
SURVIVING CORPORATION OR SALE OF ASSETS OR STOCK. Upon the dissolution or
liquidation of USPL, the Plan and all Options outstanding hereunder shall
terminate. In the event of any termination of the Plan under this Section 17
(c), each individual holding an Option shall have the right, immediately prior
to the occurrence of such termination and during such reasonable period as the
Board in its sole discretion shall determine and designate, to exercise such
Option in whole or in part, whether or not such Option was otherwise exercisable
at the time such termination occurs and without regard to any vesting or other
limitation on exercise imposed pursuant to Section 10(b) above. In connection
with a merger, consolidation, reorganization or other business combination of
USPL with one or more other entities in which USPL is not the surviving entity,
or upon a sale of all or substantially all of the assets of USPL to another
entity, or upon any transaction (including, without limitation, a merger or
reorganization in which USPL is surviving corporation) that results in any
person or entity (or persons or entities acting as a group or otherwise in
concert) owning more than 40 percent of the combined voting power of all classes
of stock of USPL, USPL and the acquiring or surviving entity shall provide for
the continuation of the Plan and the assumption of the Options theretofore
granted, or for the substitution for such Options with new options covering the
stock of a successor entity, or a parent or subsidiaries thereof, with
appropriate adjustments as to the number and kinds of shares and exercise
prices. The Board shall send prior written notice of the 



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occurrence of an event described in this Section 17(c) to all individuals who
hold Options not later than the time at which USPL gives notice to of
stockholders left such event is proposed.

         (d) ADJUSTMENTS. Adjustments under this Section 17 related to Stock or
securities of USPL shall be made by the Board, whose determination in that
respect shall be final, binding, and conclusive. No fractional shares of Stock
or units of other securities shall be issued pursuant to any such adjustment,
and any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole share or unit.

         (e) NO LIMITATION ON CORPORATION. The grant of an Option pursuant to
the Plan shall not affect or limit in anyway the right of or power of USPL to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate, dissolve liquidate, were to sell
or transferable or any part of its business or assets.

15.      DISCLAIMER OF RIGHTS

         No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confirm upon any
individual the right to remain in the employ of USPL or to interfere in any way
with the right and authority of USPL either to increase or decrease the
compensation of any individual at any time, or to terminate any relationship
between any individual and USPL.

16.      NON-EXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of USPL for approval shall be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive
compensation arrangements (which arrangements may be applicable either generally
to a class or classes of individuals or specifically to a particular individual
or individuals) as the Board in its discretion determines desirable, including,
without limitation, the granting of stock options or stock appreciation rights
otherwise than under the Plan.

         This Plan was duly adopted and approved by be Board of Directors of
USPL effective as of the 10th day of March, 1999, subject to approval and
adoption by the stockholders of USPL.


                                            ------------------------------------
                                            Bruce C. Rosetto, Secretary

         This Plan was duly approved and adopted by the stockholders of USPL at
a meeting held the 5th day of May, 1999.


                                            ------------------------------------
                                            Bruce C. Rosetto, Secretary




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