Office of Chief Counsel
Lee Park - 555 North Lane - Suite 6015
Conshohocken, PA 19428-2233
Agreement of June 3, 1992
Regarding Future Management of WCI
Mark Alsentzer, August C. Schultes III, and the Commonwealth of Pennsylvania, Department of Environmental Protection ("Department") hereby agree to amend the agreement among them dated June 3, 1992, titled Agreement Regarding Future Management Qf WCI ("Agreement"), as follows:
1. From October 1996 through 1998 Mr. Alsentzer became the owner, directly and indirectly, of approximately 4.201o of the common stock of the U.S. Plastic Lumber Corporation C'USPLI and became President and Chief Executive Officer of USPL.
2. From October 1996 through 1998 M. Schultes became the owner, directly and indirectly, of less than 1% of the common stock of USPL, and became a Director of USPL.
3. In May 1998, USPL, through its wholly-owned subsidiary Clean Earth, Inc., completed acquisition of 100% of the stock of Consolidated Technologies, Inc. ("CTI").
4. Under Amended Beneficial Use Order No. BU40030 issued by the Department to E & L Brokerage, issued June 6, 1997, and under a contract with the Department dated November 25, 1997, CTI uses harbor dredge material and other waste materials to conduct a no-cost reclamation demonstration project at the Department's Bark Camp mine Reclamation laboratory in Huston Township, Clearfield County, PA.
5. The Department takes the position that CTI's activities described above constitute "regulated waste management activity", as described in the Agreement.
6. On July 1, 1998, the Department required Mr. Alsentzer and Mr. Schultes to take all actions necessary to satisfy the Department that they did not have effective control over CTI, as effective control is described in paragraph 4 of the Agreement.
7. Based on the number of shares of stock in USPL that Mr. Alsentzer and Mr. Schultes hold, directly and indirectly as of the date of this Amendment, the Department acknowledges that neither of their shareholdings currently exceeds the percentages set forth in the Agreement.
8. Mr. Alsentzer holds stock options, directly and indirectly, allowing him to purchase 993,400 additional shares of USPL common stock. If Mr. Alsentzer exercise those options, he may exceed the percentages set forth in the Agreement. In the event that this occurs, Mr. Alsentzer shall within 10 days notify the Department and within 45 days enter into a voting trust agreement in a form approved by the Department.
9. In the event that Mr. Schultes' ownership of USPL stock in the future exceeds the percentages set forth in the Agreement, Mr. Schultes shall within 10 days notify the Department and within 45 days enter into voting trust agreement in a form approved by the Department.
10. The Department shall receive copies of the Form 10g reports that USPL submits quarterly to the U.S. Securities and Exchange Commission ("SEC"), within 10 days after they are filed with the SEC.
11. In deciding whether to end the limitations contained in paragraphs 2, 3 and 4 of the Agreement, the Department may consider, in addition to the factors listed in paragraph 5 of the Agreement, whether Mr. Alsentzer and Mr. Schultes have complied with the reporting requirements contained in paragraph 4b of the Agreement and in this Amendment.
12. Mr. Alsentzer and Mr. Schultes agree they will not hold any position or perform any function for CTI in which they would be responsible for the operation and compliance of CTI with its obligations under the environmental laws and regulations of the Commonwealth, unless and until they are released from the limitations of paragraphs 2, 3 and 4 of the Agreement.
Augus/tC. Schultes III
Ronald Furlan, Program Manager