U S Plastic Lumber Corp Watch

from 10-K/A ~10 pages 11.5% Convertible Debenture

from 8-K/A ~10 pages Common Stock Purchase Fusion Capital Fund

from 8-K/A ~10 pages Common Stock Purchase Warrant - Halifax Fund

from 8-K ~10 pages Common Stock Purchase Warrant to Halifax Fund

from 8-K ~20 pages 18% Convertible Debenture Due May 31, 2002

from 8-K ~10 pages Certificate of Amend to Certificate of Designation

from S-3 ~20 pages Registration Rights Agreement 12/7/00

from S-3 ~10 pages Common Stock Purchase Warrant 2/2/00

from S-3 ~20 pages 5% Convertible Debenture 2/2/05

from SB-2 ~5 pages Indenture or similar

from SB-2 ~5 pages Indenture or similar

from SB-2 ~10 pages Indenture or similar

from SB-2 1 page [Stock Certificate Border Graphics] Not Valid Unless Countersigned by Transfer Agent Incorporated Under the Laws of the State of Delaware Number Shares [No. of Cert] [No. of Shares] U.S. Plastic Lumber Corp. Authorized Shares: 50,000,000 Par Value: $.0001 This Certifies That [Name of Shareholder] Is the Record Holder of [Number of Shares] U.S. Plastic Lumber Corp. Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Until Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: [Date of Certificate] /S/M. Scott Irons /S/Mark S. Alsentzer Secretary President [Graphic of Corporate Seal] [Border Graphics] Interwest Transfer Co. Inc. P.O. Box 17136/Salt Lake City, Utah 84117 Countersigned & Registered