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                                                                   Exhibit 10.45

                           MASTER SECURITY AGREEMENT

         THIS MASTER SECURITY AGREEMENT, made as of February _, 2000
("Agreement"), by and between GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation with an address at 4 North Park Drive, Suite 500, Hunt Valley,
Maryland 21030, and its assigns (together with its successors and assigns, if
any, "Secured Party"), and U.S. Plastic Lumber Ltd., a corporation organized and
existing under the laws of the State of Delaware with its chief executive
offices located at 2300 W. Glades Road, Suite 440, Boca Raton, Florida 33431 and
The Eaglebrook Group, Inc., a corporation organized and existing, under the
laws of the State of Delaware with its chief executive offices located at 2600
W. Roosevelt Road, Chicago, Illinois 60608 (jointly, severally and collectively,
"Debtor").

         In consideration of the promises herein contained and of certain other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor and Secured Party hereby agree as follows:

1. CREATION OF SECURITY INTEREST.

         Debtor hereby gives, grants and assigns to Secured Party, its
successors and assigns forever, a security interest in and against any and all
property listed on any collateral schedule now or hereafter annexed hereto or
made a part hereof ("Collateral Schedule"), and in and against any and all
additions, attachments, accessories and accessions thereto, any and all
substitutions, replacements or exchanges therefor, and any and all insurance
and/or other proceeds thereof (all of the foregoing being hereinafter
individually and collectively referred to as the "Collateral"). The foregoing
security interest is given to secure the payment and performance of any and all
debts, obligations and liabilities of any kind, nature or description whatsoever
(whether primary, secondary, direct, contingent, sole, joint or several, or
otherwise, and whether due or to become due) of Debtor to Secured Party, now
existing or hereafter arising, including but not limited to the payment and
performance of certain Promissory Notes from time to time identified on any
Collateral Schedule (collectively "Notes" and each a "Note"), and any renewals,
extensions and modifications of such debts, obligations and liabilities (all of
the foregoing being hereinafter referred to as the "Indebtedness").
Notwithstanding the foregoing, and notwithstanding anything to the contrary
contained elsewhere in this Agreement, to the extent that Secured Party asserts
a purchase money security interest in any items of Collateral ("PMSI
Collateral"): (i) the PMSI Collateral shall secure only that portion of the
Indebtedness which has been advanced by Secured Party to enable Debtor to
purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI
Indebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.

         Debtor hereby represents, warrants and covenants as of the date hereof
and as of the date of execution of each Collateral Schedule hereto that:

         (a) Debtor is, and will remain, duly organized, existing and in good
standing under the laws of the State set forth in the first paragraph of this
Agreement, has its chief executive offices at the location set forth in such
paragraph, and is, and will remain, duly qualified and licensed in every
jurisdiction wherever necessary to carry on its business and operations;

         (b) Debtor has adequate power and capacity to enter into, and to
perform its obligations, under this Agreement, each Note and any other documents
evidencing, or given in connection with, any of the Indebtedness (all of the
foregoing being hereinafter referred to as the "DEBT DOCUMENTS");

         (c) This Agreement and the other Debt Documents have been duly
authorized, executed and delivered by Debtor and constitute legal, valid and
binding agreements enforceable under all applicable


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laws in accordance with their terms, except to the extent that the enforcement
of remedies may be limited under applicable bankruptcy and insolvency laws;

         (d) No approval, consent or withholding of objections is required from
any governmental authority or instrumentality with respect to the entry into, or
performance by, Debtor of any of the Debt Documents, except such as may have
already been obtained;

         (e) The entry into, and performance by, Debtor of the Debt Documents
will not (i) violate any of the organizational documents of Debtor or any
judgment, order, law or regulation applicable to Debtor, or (ii) result in any
breach of, constitute a default under, or result in the creation of any lien,
claim or encumbrance on any of Debtor's property (except for liens in favor of
Secured Party) pursuant to, any indenture mortgage, deed of trust, bank loan,
credit agreement, or other agreement or instrument to which Debtor is a party;

         (f) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or affecting
Debtor which could, in the aggregate, have a material adverse effect on Debtor,
its business or operations, or its ability to perform its obligations under the
Debt Documents except as may have been otherwise disclosed by Debtor in any
public filing with the Securities and Exchange Commission;


         (g) All financial statements delivered to Secured Party in connection
with the Indebtedness have been prepared in accordance with generally accepted
accounting principles, and since the date of the most recent financial
statement, there has been no material adverse change;

         (h) The Collateral is not, and will not be, used by Debtor for
personal, family or household purposes;


         (i) The Collateral is, and will remain, in good condition and repair
and Debtor will not be negligent in the care and use thereof;

         (j) Debtor is, and will remain, the sole and lawful owner and in
possession of, the Collateral, and has the sole right and lawful authority to
grant the security interest described in this Agreement; and

         (k) The Collateral is, and will remain, free and clear of all liens,
claims and encumbrances of every kind, nature and description, except for (i)
liens in favor of Secured Party, (ii) liens for taxes not yet due or for taxes
being contested in good faith and which do not involve, in the reasonable
judgment of Secured Party, any risk of the sale, forfeiture or loss of any of
the Collateral, and (iii) inchoate materialmen's, mechanic's, repairmen's and
similar liens arising by operation of law in the normal course of business for
amounts which are not delinquent (all of such permitted liens being hereinafter
referred to as "PERMITTED LIENS").

3. COLLATERAL.

         (a) Until the declaration of any default hereunder, Debtor shall remain
in possession of the Collateral; provided, however, that Secured Party shall
have the right to possess (i) any chattel paper or instrument that constitutes a
part of the Collateral, and (ii) any other Collateral which because of its
nature may require that Secured Party's security interest therein be perfected
by possession. Secured Party, its successors and assigns, and their respective
agents, shall have the right to examine and inspect any of the Collateral at any
time during normal business hours. Upon any request from Secured Party, Debtor
shall provide Secured Party with notice of the then current location of the
Collateral.

         (b) Debtor shall (i) use the Collateral only in its trade or business,
(ii) maintain all of the Collateral in good condition and working order, (iii)
use and maintain the Collateral only in compliance




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with all applicable laws, and (iv) keep all of the Collateral free and clear of
all liens, claims and encumbrances (except for Permitted Liens).

         (c) Debtor shall not, without the prior written consent of Secured
Party, (i) part with possession of any of the Collateral (except to Secured
Party or for maintenance and repair), (ii) remove any of the Collateral from the
continental United States, or (iii) sell, rent, lease, mortgage, grant a
security interest in or otherwise transfer or encumber (except for Permitted
Liens) any of the Collateral.

         (d) Debtor shall pay promptly when due all taxes, license fees,
assessments and public and private charges levied or assessed on any of the
Collateral, on the use thereof, or on this Agreement or any of the other Debt
Documents. At its option, Secured Party may discharge taxes, liens, security
interests or other encumbrances at any time levied or placed on the Collateral
and may pay for the maintenance, insurance and preservation of the Collateral or
to effect compliance with the terms of this Agreement or any of the other Debt
Documents. Debtor shall reimburse Secured Party, on demand, for any and all
costs and expenses incurred by Secured Party in connection therewith and agrees
that such reimbursement obligation shall be secured hereby.

         (e) Debtor shall, at all times, keep accurate and complete records of
the Collateral, and Secured Party, its successors and assigns, and their
respective agents, shall have the right to examine, inspect, and make extracts
from all of Debtor's books and records specifically relating to the Collateral
at any time during normal business hours.

         (f) If agreed by the parties, Secured Party may, but shall in no event
be obligated to, accept substitutions and exchanges of property for property,
and additions to the property, constituting all or any part of the Collateral.
Such substitutions, exchanges and additions shall be accomplished at any time
and from time to time, by the substitution of a revised Collateral Schedule for
the Collateral Schedule now or hereafter annexed. Any property which may be
substituted, exchanged or added as aforesaid shall constitute a portion of the
Collateral and shall be subject to the security interest granted herein.
Additions to, reductions or exchanges of, or substitutions for, the Collateral,
payments on account of any obligation or liability secured hereby, increases in
the obligations and liabilities secured hereby, or the creation of additional
obligations and liabilities secured hereby, may from time to time be made or
occur without affecting the provisions of this Agreement or the provisions of
any obligation or liability which this Agreement secures.

         (g) Any third person at any time and from time to time holding all or
any portion of the Collateral shall be deemed to, and shall, hold the Collateral
as the agent of, and as pledge holder for, Secured Party. At any time and from
time to time, Secured Party may give notice to any third person holding all or
any portion of the Collateral that such third person is holding the Collateral
as the agent of, and as pledge holder for, the Secured Party.

4. INSURANCE.

         The Collateral shall at all times be held at Debtor's risk, and Debtor
shall keep it insured against loss or damage by fire and extended coverage
perils, theft, burglary, and for any or all Collateral which are vehicles, for
risk of loss by collision, and where requested by Secured Party, against other
risks as required thereby, for the full replacement value thereof, with
companies, in amounts and under policies acceptable to Secured Party. Debtor
shall, if Secured Party so requires, deliver to Secured Party policies or
certificates of insurance evidencing such coverage. Each policy shall name
Secured Party as loss payee thereunder, shall provide for coverage to Secured
Party regardless of the breach by Debtor of any warranty or representation made
therein, shall not be subject to co-insurance, and shall provide for thirty (30)
days written notice to Secured Party of the cancellation or material
modification thereof. Debtor hereby appoints Secured Party as its attorney in
fact to make proof of loss, claim for insurance and adjustments with insurers,
and to execute or endorse all documents, checks or drafts in connection with
payments made as a result of any such insurance policies. Proceeds of insurance
shall be applied, at the option of Secured Party, to repair or replace the
Collateral or to reduce any of the Indebtedness secured hereby.





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5. REPORTS.

         (a) Debtor shall promptly notify Secured Party in the event of (i) any
change in the name of Debtor, (ii) any relocation of its chief executive
offices, (iii) any relocation of any of the Collateral, (iv) any of the
Collateral being lost, stolen, missing, destroyed, materially damaged or worn
out, or (v) any lien, claim or encumbrance attaching or being made against any
of the Collateral other than Permitted Liens.

         (b) Debtor will (or will cause U.S. Plastic Lumber Corp. ("Guarantor")
to) within ninety (90) days of the close of each fiscal year of Guarantor,
deliver to Secured Party, Guarantor's complete financial statements, certified
by a recognized firm of certified public accountants. Debtor will (or will cause
Guarantor to), within thirty (30) days after the date on which they are filed,
deliver to Secured Party all Forms 10-K and 10-Q filed by Debtor or Guarantor
with the Securities and Exchange Commission. Upon request debtor will (or will
cause Guarantor to) deliver to Secured Party quarterly, within ninety (90) days
of the close of each fiscal quarter of Guarantor, in reasonable detail, copies
of Guarantor's quarterly financial report certified by the chief financial
officer of Guarantor. Upon request, Debtor will (or will cause Guarantor to)
deliver to Secured Party one copy of each financial statement, report, notice or
proxy statement sent by Debtor and Guarantor to shareholders generally and one
copy of each regular or periodic report, registration statement or prospectus
filed by Debtor and Guarantor with any securities exchange or the Securities and
Exchange Commission or any successor agency, such copies to be delivered to
Secured Party within thirty (30) days after they become available or are
otherwise filed. Any and all financial statements submitted and to be submitted
to Secured Party have and will have been prepared on a basis of generally
accepted accounting principles, and are and will be complete and correct and
fairly present Debtor's and/or Guarantor's financial condition as at the date
thereof. Secured Party may at any reasonable time examine the books and records
of Debtor which are specific to the Collateral and make copies thereof.

         (c) Within thirty (30) days after any request by Secured Party, Debtor
will furnish a certificate of an authorized officer of Debtor stating that he
has reviewed the activities of Debtor and that, to the best of his knowledge,
there exists no Event of Default (as described in Section 7) or event which with
notice or lapse of time (or both) would become an Event of Default.

         (d) Within ninety (90) days after the end of each fiscal quarter of
Guarantor, Debtor will furnish a certificate of an authorized officer of
Guarantor stating that there exists no Event of Default under Section 7 (n) and
setting forth the computations in reasonable detail and satisfactory to Secured
Party demonstrating compliance with the Minimum Tangible Net Worth requirements
described in such Section 7 (n).

6. FURTHER ASSURANCES.

         (a) Debtor shall, upon request of Secured Party, furnish to Secured
Party such further information, execute and deliver to Secured Party such
documents and instruments (including, without limitation, Uniform Commercial
Code financing statements) and do such other acts and things, as Secured Party
may at any time reasonably request relating to the perfection or protection of
the security interest created by this Agreement or for the purpose of carrying
out the intent of this Agreement. Without limiting the foregoing, Debtor shall
cooperate and do all acts deemed necessary or advisable by Secured Party to
continue in Secured Party a perfected first security interest in the Collateral,
and shall obtain and furnish to Secured Party any subordinations, releases,
landlord, lessor, or mortgagee waivers, and similar documents as may be from
time to time requested by, and which are in form and substance satisfactory to,
Secured Party.

         (b) Debtor hereby grants to Secured Party the power to sign Debtor's
name and generally to act on behalf of Debtor to execute and file applications
for title, transfers of title, financing statements, notices of lien and other
documents pertaining to any or all of the Collateral. Debtor shall, if any
certificate of title be required or permitted by law for any of the Collateral,
obtain such certificate showing the lien hereof with respect to the Collateral
and promptly deliver same to Secured Party.




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         (c) Debtor shall indemnify and defend the Secured Party, its successors
and assigns, and their respective directors, officers and employees, from and
against any and all claims, actions and suits (including, without limitation,
related attorneys' fees) of any kind, nature or description whatsoever arising,
directly or indirectly, in connection with any of the Collateral.

7. EVENTS OF DEFAULT.

         Debtor shall be in default under this Agreement and each of the other
Debt Documents upon the occurrence of any of the following "Event(s) of Default"
(subject to any cure or grace periods as hereinafter defined):

         (a) Debtor fails to pay any installment or other amount due or coming
due under any of the Debt Documents within ten (10) days after its due date;

         (b) Any attempt by Debtor, without the prior written consent of Secured
Party, to sell, rent, lease, mortgage, grant a security interest in, or
otherwise transfer or encumber (except for Permitted Liens) any of the
Collateral;

         (c) Debtor fails to procure, or maintain in effect at all times, any of
the insurance on the Collateral in accordance with Section 4 of this Agreement;

         (d) Debtor breaches any of its other obligations under any of the Debt
Documents and fails to cure the same within thirty (30) days after written
notice thereof,

         (e) Any warranty, representation or statement made by Debtor in any of
the Debt Documents or otherwise in connection with any of the Indebtedness shall
be false or misleading in any material respect;

         (f) Any of the Collateral being subjected to, or being threatened with,
attachment, execution, levy, seizure or confiscation in any legal proceeding or
otherwise;

         (g) Any default by Debtor under any other agreement between Debtor and
Secured Party;

         (h) Any insolvency or business failure of Debtor or Guarantor;

         (i) The appointment of a receiver for all or of any part of the
property of Debtor or Guarantor, or any assignment for the benefit of creditors
by Debtor or Guarantor;

         (j) The filing of a petition by Debtor or Guarantor under any
bankruptcy, insolvency or similar law, or the filing of any such petition
against Debtor or Guarantor if the same is not dismissed within thirty (30) days
of such filing;

         (k) Any uncured default by Debtor under any obligation for borrowed
money, for the deferred purchase price of property or any lease if such default
allows for the acceleration of such obligations or repossession of the
collateral;

         (1) Any dissolution, termination of existence, merger or consolidation
of Debtor or Guarantor (such action being referred to as an "Event"), unless not
less than sixty (60) days prior to such Event: (x) such person is organized and
existing under the laws of the United States or any state, and executes and
delivers to Secured Party an agreement containing an effective assumption by
such person of the due and punctual performance of this Agreement or the
Guaranty, as applicable; and (y) Secured Party is reasonably satisfied as to the
credit worthiness of such person;

         (m) If Debtor or Guarantor is a privately held corporation and
effective control of Debtor's or Guarantor's voting capital stock, issued and
outstanding from time to time, is not retained by the present




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stockholders (unless Debtor shall have provided sixty (60) days' prior written
notice to Secured Party of the proposed disposition of stock and Secured Party
shall have consented thereto in writing); or

         (n) If Guarantor fails to maintain at all times during the term of this
Agreement and any Schedule, a Minimum Tangible Net Worth equal to or greater
than the sum of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000.00)
plus seventy-five percent (75%) of the after tax gain recognized by Guarantor
on the sale of any businesses or divisions of Guarantor plus fifty percent (50%)
of Guarantor's after tax Net Income. For the purposes of this Section 7(n),
"Minimum Tangible Net Worth" shall mean Stockholders Equity minus Intangible
Assets. Capitalized terms used in this Section 7 (n) shall be defined and
calculated in accordance with generally accepted accounting principles.

8. REMEDIES ON DEFAULT.

         (a) Upon the occurrence of an Event of Default under this Agreement,
the Secured Party, at its option, may declare any or all of the Indebtedness,
including without limitation the Notes, to be immediately due and payable,
without demand or notice to Debtor or any Guarantor. The obligations and
liabilities accelerated thereby shall bear interest (both before and after any
judgment) until paid in full at the lower of eighteen percent (18%) per annum or
the maximum rate not prohibited by applicable law.

         (b) Upon such declaration of default, Secured Party shall have all of
the rights and remedies of a Secured Party under the Uniform Commercial Code,
and under any other applicable law. Without limiting the foregoing, Secured
Party shall have the right to (i) notify any account debtor of Debtor or any
obligor on any instrument which constitutes part of the Collateral to make
payment to the Secured Party, (ii) with or without legal process, enter any
premises where the Collateral may be and take possession and/or remove said
Collateral from said premises, (iii) sell the Collateral at public or private
sale, in whole or in part, and have the right to bid and purchase at said sale,
and/or (iv) lease or otherwise dispose of all or part of the Collateral,
applying proceeds therefrom to the obligations then in default. If requested by
Secured Party, Debtor shall promptly assemble the Collateral and make it
available to Secured Party at a place to be designated by Secured Party which is
reasonably convenient to both parties. Secured Party may also render any or all
of the Collateral unusable at the Debtor's premises and may dispose of such
Collateral on such premises without liability for rent or costs. Any notice
which Secured Party is required to give to Debtor under the Uniform Commercial
Code of the time and place of any public sale or the time after which any
private sale or other intended disposition of the Collateral is to be made shall
be deemed to constitute reasonable notice if such notice is given to the last
known address of Debtor at least five (5) days prior to such action.

         (c) Proceeds from any sale or lease or other disposition shall be
applied: first, to all costs of repossession, storage, and disposition including
without limitation attorneys', appraisers', and auctioneers' fees; second, to
discharge the obligations then in default; third, to discharge any other
Indebtedness of Debtor to Secured Party, whether as obligor, endorser,
guarantor, surety or indemnitor; fourth, to expenses incurred in paying or
settling liens and claims against the Collateral; and lastly, to Debtor, if
there exists any surplus. Debtor shall remain fully liable for any deficiency.

         (d) In the event this Agreement, any Note or any other Debt Documents
are placed in the hands of an attorney for collection of money due or to become
due or to obtain performance of any provision hereof, Debtor agrees to pay all
reasonable attorneys' fees incurred by Secured Party, and further agrees that
payment of such fees is secured hereunder.

         (e) Secured Party's rights and remedies hereunder or otherwise arising
are cumulative and may be exercised singularly or concurrently. Neither the
failure nor any delay on the part of the Secured Party to exercise any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege. Secured Party shall not be deemed to have waived any of its rights
hereunder or under any other agreement, instrument or paper signed by Debtor
unless such waiver be in writing and signed by Secured Party. A waiver on any
one occasion shall not be construed as a bar to or waiver of any right or remedy
on any future occasion.




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         (f) DEBTOR HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR
INDIRECTLY, THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE
INDEBTEDNESS SECURED HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED
PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT,
ANY OTHER DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO
THIS TRANSACTION OR ANY RELATED TRANSACTION. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

9. MISCELLANEOUS.

         (a) This Agreement, any Collateral Schedules, any Note and/or any of
the other Debt Documents may be assigned, in whole or in part, by Secured Party
without notice to Debtor, and Debtor hereby waives any defense, counterclaim or
cross-complaint by Debtor against any assignee, agreeing that Secured Party
shall be solely responsible therefor. Debtor agrees that if Debtor receives
written notice of an assignment from Secured Party, Debtor shall pay all
payments and other amounts due under the assigned Note and Collateral Schedule
to such assignee or as instructed by Secured Party. Debtor further agrees to
confirm in writing receipt of the notice of assignment as may be reasonably
requested by Assignee.

         (b) All notices to be given in connection with this Agreement shall be
in writing, shall be addressed to the parties at their respective addresses set
forth hereinabove (unless and until a different address may be specified in a
written notice to the other party), and shall be deemed given (i) on the date of
receipt if delivered in hand or by facsimile transmission, (ii) on the next
business day after being sent by express mail, and (iii) on the fourth business
day after being sent by regular, registered or certified mail. As used herein,
the term "business day" shall mean and include any day other than Saturdays,
Sundays, or other days on which commercial banks in New York, New York are
required or authorized to be closed.

         (c) Secured Party may correct patent errors herein and fill in all
blanks herein or in any Collateral Schedule consistent with the agreement of the
parties.

         (d) Time is of the essence hereof. This Agreement shall be binding,
jointly and severally, upon all parties described as the "Debtor" and their
respective heirs, executors, representatives, successors and assigns, and shall
inure to the benefit of Secured Party, its successors and assigns.

         (e) This Agreement and its Collateral Schedules constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior understandings (whether written, verbal or implied) with
respect thereto. This Agreement and its Collateral Schedules shall not be
changed or terminated orally or by course of conduct, but only by a writing
signed by both parties hereto. Section headings contained in this Agreement have
been included for convenience only, and shall not affect the construction or
interpretation hereof.

         (f) This Agreement shall continue in full force and effect until all of
the Indebtedness has been indefeasibly paid in full to Secured Party. The
surrender, upon payment or otherwise, of any Note or any of the other documents
evidencing any of the Indebtedness shall not affect the right of Secured Party
to retain the Collateral for such other Indebtedness as may then exist or as it
may be reasonably contemplated will exist in the future. This Agreement shall
automatically be reinstated in the event that Secured Party is





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ever required to return or restore the payment of all or any portion of the
Indebtedness (all as though such payment had never been made).

         IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally
bound hereby, have duly executed this Agreement in one or more counterparts,
each of which shall be deemed to be an original, as of the day and year first
aforesaid,

SECURED PARTY:                               DEBTOR



General Electric Capital Corporation         U.S. Plastic Lumber Ltd.



By:                                          By: /s/
   -----------------------------------           -------------------------------



Title:                                       Title: Secretary
       -------------------------------              ----------------------------



                                            The Eaglebrook Group, Inc.



                                             By: /s/
                                                 -------------------------------



                                             Title: Secretary
                                                    ----------------------------





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