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                                                                    EXHIBIT 10.1

            FIRST AMENDMENT TO FORBEARANCE AND MODIFICATION AGREEMENT

         THIS FIRST AMENDMENT TO FORBEARANCE AND MODIFICATION AGREEMENT (this
"First Amendment"), is entered into as of this 30th day of May, 2002 by and
among General Electric Capital Corporation, a Delaware corporation, whose
address is 44 Old Ridgebury Road, Danbury, CT 06810 ("GE Capital"), The CIT
Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc. as successor
to HSBC Business Loans, Inc., People's Capital and Leasing Corp., Safeco Credit
Company, Inc. and Siemens Financial Services, Inc., formerly known as Siemens
Credit Corporation (collectively, the "Lenders), U.S. Plastic Lumber Ltd., a
Delaware corporation with its chief executive office located at 2300 W. Glades
Road, Suite 440, Boca Raton, Florida 33431, The Eaglebrook Group, Inc., a
Delaware corporation with its chief executive office located at 2600 W.
Roosevelt Road, Chicago, Illinois 60608 (collectively, the "Debtor"), and U.S.
Plastic Lumber Corp., a Nevada corporation with its chief executive offices
located at 2300 W. Glades rod, Suite 440, Boca Raton, Florida 33431
("Guarantor"). Terms with initial capital letters not otherwise defined herein
are defined in the Security Agreement and the Agreement (each as hereinafter
defined).

                                    RECITALS

         WHEREAS, the Lenders, Debtor and Guarantor previously entered into that
certain Forbearance and Modification Agreement dated as of February 28, 2002
(the "Agreement"), and Debtor and Guarantor now desire to amend the Agreement on
the terms and conditions as more fully set forth herein: and

         WHEREAS, Lenders are willing to amend the Agreement, but only upon full
and complete compliance and fulfillment by the Debtor and Guarantor with the
terms and conditions set forth in the manner hereinafter stated.

         NOW, THEREFORE, in consideration of the terms and conditions contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         A. The first sentence of Section 2(a) of the Agreement is hereby
amended and restated in part such that the Forbearance Period shall be the
period commencing on the date of this Agreement and ending on the earlier to
occur if: (i) July 31, 2002, or (ii) the closing of the CEI Sale (the
"Forbearance Period").

         B. The first sentence of Section 12 of the Agreement is hereby amended
and restated in art such that the Forbearance Fee shall be an amount equal to
two percent (2%) of the Obligations outstanding as of the date of the CEI Sale,
with the repayment terms in connection therewith to remain the same in all
respects. The third sentence of Section 12 is amended such that the Forbearance
Fee shall be due and payable in full on August 1, 2002, regardless of the date
of closing of the CEI Sale.



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         C. In all other respects, the Agreement shall remain in full force and
effect, unaltered by the terms of this First Amendment.

         IN WITNESS WHEREOF, this First Amendment and Modification Agreement has
been duly executed as of the date first written above.

                                  DEBTOR:

                                  U.S. PLASTIC LUMBER, LTD.

                                  By:
                                           ------------------------------------
                                  Title:
                                           ------------------------------------


                                  THE EAGLEBROOK GROUP, INC.

                                  By:
                                           ------------------------------------
                                  Title:
                                           ------------------------------------


                                  GUARANTOR:

                                  U.S. PLASTIC LUMBER CORP.

                                  By:
                                           ------------------------------------
                                  Title:
                                           ------------------------------------


                                  GENERAL ELECTRIC CAPITAL CORPORATION

                                  By:
                                           ------------------------------------
                                  Title:
                                           ------------------------------------


                                  THE CIT GROUP/EQUIPMENT FINANCING, INC.

                                  By:
                                           ------------------------------------
                                  Title:
                                           ------------------------------------


                                  SAFECO CREDIT COMPANY, INC.

                                  By:
                                           ------------------------------------
                                  Title:
                                           ------------------------------------


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                                  HSBC BUSINESS CREDIT (USA) as successor to
                                  HSBC BUSINESS LOANS, INC.

                                  By:
                                           ------------------------------------
                                  Title:
                                           ------------------------------------


                                  PEOPLE'S CAPITAL AND LEASING CORP.

                                  By:
                                           ------------------------------------
                                  Title:
                                           ------------------------------------


                                  SIEMENS FINANCIAL SERVICES, INC.

                                  By:
                                           ------------------------------------
                                  Title:
                                           ------------------------------------




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