SEC Info - Stout Partnership, et al. - ‘SC 13D’ on 3/13/98 re: US Plastic Lumber Corp

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Stout Partnership, et al. – ‘SC 13D’ on 3/13/98 re: US Plastic Lumber Corp

As of: Friday, 3/13/98 · Accession #: 950144-98-2652 · File #: 5-53759

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/13/98  Stout Partnership                 SC 13D                 1:58K  US Plastic Lumber Corp            Bowne of Atlanta Inc/FA
          August C. Schultes
          Edward A. Schultes
          Gary J. Ziegler
          James F. Schultes
          Mark S. Alsentzes
          Richard J. Schultes
          Stout Partnership

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Us Plastic Lumber/Stout Partnership SC 13D            25    100K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Stout Partnership
1	1st Page - Filing Submission
2	Stout Partnership

SC 13D 1st Page of 25 TOC ↑Top Previous Next ↓Bottom Just 1st
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

----------

SCHEDULE 13D
(RULE 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(AMENDMENT NO._______________)(1) 

 U.S. Plastic Lumber Corporation
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $.0001 Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)

 902948108
--------------------------------------------------------------------------------
(CUSIP Number)

Bruce C. Rosetto, 2300 Glades Road, Suite 440W, Boca Raton, FL 33431
(561) 394-3511
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

March 2, 1998 
--------------------------------------------------------------------------------
 (Date of Event Which Requires Filing of This Statement)

   If the person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing 
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].  

       NOTE. Six copies of this statement, including all exhibits, should be
filed with the Commission. SEE Rule 13d-1(a) for other parties to whom copies   
are to be sent.                                                                 

(Continued on following pages)

(Page 1 of 14 Pages)

----------                                                                      
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which    
would alter disclosures provided in a prior cover page.                         

       The information required on the reminder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act  
but shall be subject to all other provisions of the Act (however, SEE the       
NOTES).                                                                         

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SCHEDULE 13D                        FORMS                                  7060 
--------------------------------------------------------------------------------

CUSIP NO.   902948108               13D              PAGE   2   OF   14   PAGES 
   ------------                                   ------    ------

--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)               

STOUT PARTNERSHIP                                             
--------------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  [x]       
                                                          (b)  [ ]

--------------------------------------------------------------------------------

3. SEC USE ONLY                                                                 

--------------------------------------------------------------------------------

4. SOURCE OF FUNDS*                                                             

OO**                                                  
--------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEM 2(d) OR 2(c).                                            

--------------------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION                                         

NEW JERSEY                                  

--------------------------------------------------------------------------------

                                  7        SOLE VOTING POWER

                                         ---------------------------------------
                                    8        SHARED VOTING POWER

NUMBER OF                                    5,400,000          
SHARES                                                        
       BENEFICIALLY                      ---------------------------------------
   OWNED BY                            9        SOLE DISPOSITIVE POWER
EACH                                                        
REPORTING                                                       
       PERSON WITH                       ---------------------------------------
                                        10        SHARED DISPOSITIVE POWER

                                   5,400,000

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON                                                        

5,400,000                                   

--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
   CERTAIN SHARES*                                               [ ]

--------------------------------------------------------------------------------

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

34.3%                                       

--------------------------------------------------------------------------------

14       TYPE OF REPORTING PERSON*                                              

PN                                          

--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 3 HEREIN                                                             

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SCHEDULE 13D                        FORMS                                  7060 
--------------------------------------------------------------------------------

CUSIP NO.   902948108               13D              PAGE   3   OF   14   PAGES 
   ------------                                   ------    ------

--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)               

MARK S. ALSENTZER                                             
--------------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  [x]       
                                                          (b)  [ ]

--------------------------------------------------------------------------------

3. SEC USE ONLY                                                                 

--------------------------------------------------------------------------------

4. SOURCE OF FUNDS*                                                             

OO**; PF                                              
--------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEM 2(d) OR 2(c).                                            

--------------------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION                                         

U.S. CITIZEN                                

--------------------------------------------------------------------------------

                                  7        SOLE VOTING POWER

                                   1,142,991
                                         ---------------------------------------
                                    8        SHARED VOTING POWER

NUMBER OF                                    5,736,000          
SHARES                                                        
       BENEFICIALLY                      ---------------------------------------
   OWNED BY                            9        SOLE DISPOSITIVE POWER
EACH                                                        
REPORTING                                    1,142,991          
       PERSON WITH                       ---------------------------------------
                                        10        SHARED DISPOSITIVE POWER

                                   5,736,000

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON                                                        

6,878,991                                   

--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
   CERTAIN SHARES*                                               [ ]

--------------------------------------------------------------------------------

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

39.9%                                       

--------------------------------------------------------------------------------

14       TYPE OF REPORTING PERSON*                                              

IN                                          

--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 3 HEREIN                                                             

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SCHEDULE 13D                        FORMS                                  7060 
--------------------------------------------------------------------------------

CUSIP NO.   902948108               13D              PAGE   4   OF   14   PAGES 
   ------------                                   ------    ------

--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)               

AUGUST C. SCHULTES, III                                       
--------------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  [x]       
                                                          (b)  [ ]

--------------------------------------------------------------------------------

3. SEC USE ONLY                                                                 

--------------------------------------------------------------------------------

4. SOURCE OF FUNDS*                                                             

OO**; PF                                              
--------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEM 2(d) OR 2(c).                                            

--------------------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION                                         

U.S. CITIZEN                                

--------------------------------------------------------------------------------

                                  7        SOLE VOTING POWER

                                78,636
                                         ---------------------------------------
                                    8        SHARED VOTING POWER

NUMBER OF                                    5,736,000          
SHARES                                                        
       BENEFICIALLY                      ---------------------------------------
   OWNED BY                            9        SOLE DISPOSITIVE POWER
EACH                                                        
REPORTING                                    78,636             
       PERSON WITH                       ---------------------------------------
                                        10        SHARED DISPOSITIVE POWER

                                   5,736,000

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON                                                        

5,814,636                                   

--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
   CERTAIN SHARES*                                               [ ]

--------------------------------------------------------------------------------

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

35.9%                                       

--------------------------------------------------------------------------------

14       TYPE OF REPORTING PERSON*                                              

IN                                          

--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 3 HEREIN                                                             

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SCHEDULE 13D                        FORMS                                  7060 
--------------------------------------------------------------------------------

CUSIP NO.   902948108               13D              PAGE   5   OF   14   PAGES 
   ------------                                   ------    ------

--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)               

GARY J. ZIEGLER                                               
--------------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  [x]       
                                                          (b)  [ ]

--------------------------------------------------------------------------------

3. SEC USE ONLY                                                                 

--------------------------------------------------------------------------------

4. SOURCE OF FUNDS*                                                             

OO**; PF                                              
--------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEM 2(d) OR 2(c).                                            

--------------------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION                                         

U.S. CITIZEN                                

--------------------------------------------------------------------------------

                                  7        SOLE VOTING POWER

                                 375,852
                                         ---------------------------------------
                                    8        SHARED VOTING POWER

NUMBER OF                                    5,720,000          
SHARES                                                        
       BENEFICIALLY                      ---------------------------------------
   OWNED BY                            9        SOLE DISPOSITIVE POWER
EACH                                                        
REPORTING                                    375,852            
       PERSON WITH                       ---------------------------------------
                                        10        SHARED DISPOSITIVE POWER

                                   5,720,000

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON                                                        

6,095,852                                   

--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
   CERTAIN SHARES*                                               [ ]

--------------------------------------------------------------------------------

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

37.05%                                      

--------------------------------------------------------------------------------

14       TYPE OF REPORTING PERSON*                                              

IN                                          

--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 3 HEREIN                                                             

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SCHEDULE 13D                        FORMS                                  7060 
--------------------------------------------------------------------------------

CUSIP NO.   902948108               13D              PAGE   6   OF   14   PAGES 
   ------------                                   ------    ------

--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)               

RICHARD A. SCHULTES                                           
--------------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  [x]       
                                                          (b)  [ ]

--------------------------------------------------------------------------------

3. SEC USE ONLY                                                                 

--------------------------------------------------------------------------------

4. SOURCE OF FUNDS*                                                             

OO**                                                  
--------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEM 2(d) OR 2(c).                                            

--------------------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION                                         

U.S. CITIZEN                                

--------------------------------------------------------------------------------

                                  7        SOLE VOTING POWER

                                         ---------------------------------------
                                    8        SHARED VOTING POWER

NUMBER OF                                    5,720,000          
SHARES                                                        
       BENEFICIALLY                      ---------------------------------------
   OWNED BY                            9        SOLE DISPOSITIVE POWER
EACH                                                        
REPORTING                                                       
       PERSON WITH                       ---------------------------------------
                                        10        SHARED DISPOSITIVE POWER

                                   5,720,000

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON                                                        

5,720,000                                   

--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
   CERTAIN SHARES*                                               [ ]

--------------------------------------------------------------------------------

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

35.6%                                       

--------------------------------------------------------------------------------

14       TYPE OF REPORTING PERSON*                                              

IN                                          

--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 3 HEREIN                                                             

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SCHEDULE 13D                        FORMS                                  7060 
--------------------------------------------------------------------------------

CUSIP NO.   902948108               13D              PAGE   7   OF   14   PAGES 
   ------------                                   ------    ------

--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)               

JAMES F. SCHULTES                                             
--------------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  [x]       
                                                          (b)  [ ]

--------------------------------------------------------------------------------

3. SEC USE ONLY                                                                 

--------------------------------------------------------------------------------

4. SOURCE OF FUNDS*                                                             

OO**                                                  
--------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEM 2(d) OR 2(c).                                            

--------------------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION                                         

U.S. CITIZEN                                

--------------------------------------------------------------------------------

                                  7        SOLE VOTING POWER

                                         ---------------------------------------
                                    8        SHARED VOTING POWER

NUMBER OF                                    5,720,000          
SHARES                                                        
       BENEFICIALLY                      ---------------------------------------
   OWNED BY                            9        SOLE DISPOSITIVE POWER
EACH                                                        
REPORTING                                                       
       PERSON WITH                       ---------------------------------------
                                        10        SHARED DISPOSITIVE POWER

                                   5,720,000

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON                                                        

5,720,000                                   

--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
   CERTAIN SHARES*                                               [ ]

--------------------------------------------------------------------------------

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

35.6%                                       

--------------------------------------------------------------------------------

14       TYPE OF REPORTING PERSON*                                              

IN                                          

--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 3 HEREIN                                                             

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SCHEDULE 13D                        FORMS                                  7060 
--------------------------------------------------------------------------------

CUSIP NO.   902948108               13D              PAGE   8   OF   14   PAGES 
   ------------                                   ------    ------

--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)               

EDWARD A. SCHULTES                                            
--------------------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  [x]       
                                                          (b)  [ ]

--------------------------------------------------------------------------------

3. SEC USE ONLY                                                                 

--------------------------------------------------------------------------------

4. SOURCE OF FUNDS*                                                             

OO**                                                  
--------------------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                     
PURSUANT TO ITEM 2(d) OR 2(c).                                            

--------------------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION                                         

U.S. CITIZEN                                

--------------------------------------------------------------------------------

                                  7        SOLE VOTING POWER

                                         ---------------------------------------
                                    8        SHARED VOTING POWER

NUMBER OF                                    5,720,000          
SHARES                                                        
       BENEFICIALLY                      ---------------------------------------
   OWNED BY                            9        SOLE DISPOSITIVE POWER
EACH                                                        
REPORTING                                                       
       PERSON WITH                       ---------------------------------------
                                        10        SHARED DISPOSITIVE POWER

                                   5,720,000

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                  
PERSON                                                        

5,720,000                                   

--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
   CERTAIN SHARES*                                               [ ]

--------------------------------------------------------------------------------

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

35.6%                                       

--------------------------------------------------------------------------------

14       TYPE OF REPORTING PERSON*                                              

IN                                          

--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
**SEE ITEM 3 HEREIN                                                             

SC 13D 9th Page of 25 TOC 1st Previous Next ↓Bottom Just 9th

1.       SECURITY AND ISSUER                                                    

This Statement relates to the Common Stock, par value $.001 per share, ("Common 
Stock") of U.S. Plastic Lumber Corporation, a Nevada Corporation (the "Issuer").
The address of the Issuer's principal Executive Offices is 2300 Glades Road,    
Suite 440W, Boca Raton, FL 33431.                                               

This statement is being filed by Stout Partnership, a New Jersey Partnership    
with its principal place of business as 101 Jessup Road, Thorofare, NJ 08086 and
the individual general partners of Stout Partnership as follows:                

        Mark S. Alsentzer, Chairman of the Board and President of U.S. Plastic
         Lumber Corporation, whose principal business address is 2300 Glades Rd,
Suite 440W, Boca Raton, FL 33431.                             

      August C. Schultes, III, is Chairman and CEO of A.C. Schultes, Inc.,
         which provides water well drilling, water and waste water treatment and
         pump and motor repair services, whose principal business address is 101
     Jessup Road, Thorofare, NJ 08086. Mr. Schultes is a director of the
Company.                                                      

    Gary J. Ziegler, President of Consultants and Planners, Inc. which
      provides operating services to water utility companies in New Jersey
        and whose principal business address is 14 Mill Road, Mullica Hill, NJ
08062. Mr. Ziegler serves as a director of the Company.       

         Richard A. Schultes, is Secretary and Treasurer of A.C. Schultes, Inc.,
         which provides water well drilling, water and waste water treatment and
         pump and motor repair services, whose principal business address is 101
         Jessup Road, Thorofare, NJ 08086. Mr. Schultes has no position with the
Company.                                                      

        Edward A. Schultes, is Vice President of Sales of A.C. Schultes, Inc.,
         which provides water well drilling, water and waste water treatment and
         pump and motor repair services, whose principal business address is 101
         Jessup Road, Thorofare, NJ 08086. Mr. Schultes has no position with the
Company.                                                      

      James F. Schultes, is Vice President of Production of A.C. Schultes,
 Inc., which provides water well drilling, water and waste water
        treatment and pump and motor repair services, whose principal business
      address is 101 Jessup Road, Thorofare, NJ 08086. Mr. Schultes has no
position with the Company.                                    

Hereinafter, Stout Partnership, Mark S. Alsentzer, August C. Schultes, III, Gary
J. Ziegler, Richard A. Schultes, Edward A. Schultes and James F. Schultes shall 
collectively be referred to as the "Reporting Persons".                         

During the last five years, the Reporting Persons have not been convicted in a  
criminal proceeding (excluding traffic violations or similar misdemeanors), and 
have not been a party to civil proceeding of a judicial or administrative body  
of competent jurisdiction which resulted in them being subject to a judgement,  
decree or final order in joining future violations of, or prohibiting or        
mandating activities subject to, Federal or State Securities laws or finding any
violation with respect to such laws.                                            

Page 9 of 14

SC 13D 10th Page of 25 TOC 1st Previous Next ↓Bottom Just 10th

Each of the natural persons who is a Reporting Persons is a citizen of the      
United States of America. Stout Partnership is a New Jersey Partnership.        

3.       SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

Pursuant to the terms of an Agreement and Plan of Merger dated December 31, 1996
(the "Reverse Merger"), by and among Clean Earth, Inc. with U.S. Plastic Lumber 
Corporation, Stout Partnership, being the sole shareholder of Clean Earth, Inc.,
was provided consideration in the amount of 5,400,000 shares. At or about the   
same time, Mark S. Alsentzer was provided an Employment Agreement with U.S.     
Plastic Lumber Corporation the consideration for which was 950,000 options as   
follows:                                                                        

    400,000 common stock warrants at the lower of $2.25 per share or a
         price equal to $1.75 below the market price per share and not less than
        $.01 based on gross sales exceeding $7,500,000 over any consecutive 12
         month period or gross sales of $700,000 per month for three consecutive
months whichever occurs first. Mr. Alsentzer also receives an 
         additional 50,000 common stock warrants per year for three years at the
        lower of $3.50 or market price at date of exercise. Mr. Alsentzer also
         received an additional 400,000 common stock warrants as an incentive to
     induce Mr. Alsentzer to enter into an employment agreement with the
    Company at the lower of (i) $4.00 or (ii) the market price on each
         employment anniversary date over the next ten years. Mr. Alsentzer also
      received 5,000 shares of common stock options at $2.50 per share for
      converting a personal loan owed by the Company into preferred stock.

On or about December 12, 1997, Stout Partnership received options to purchase an
additional 320,000 of Common Stock of U.S. Plastic Lumber Corporation in        
exchange for providing personal guarantees on behalf of the Company to PNC Bank 
of Delaware in the amount of $4 million and otherwise pledging $2 million in    
cash or securities as part of that same transaction. The exercise price for such
options is $2.25 per share.                                                     

All additional shares purchased by any of the Reporting Persons in the Company  
has been done with personal funds.                                              

4.       PURPOSES OF TRANSACTION                                                

The purpose of the Reverse Merger transaction was to effectuate a planned merger
between Clean Earth, Inc. and U.S. Plastic Lumber Corporation. Shares acquired  
as a result of the Reverse Merger and any additional acquisition of shares by   
any of the Reporting Persons have been for investment purposes only. As officers
and directors of the Issuer, certain of the Reporting Persons regularly explore 
potential actions and transactions which may be advantageous to the Issuer,     
including possible mergers, acquisitions, reorganizations or other material     
changes in the business, corporate structure, management, policies, governing   
instruments, securities or regulatory or reporting obligations of the Issuer.   
Except for activities of Messengers, Alsentzer, Ziegler and August C. Schultes, 
III on behalf of the Issuer, the Reporting Persons have no plans or proposals   
which relate to or result in:                                                   

  a. The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;       

Page 10 of 14 

SC 13D 11th Page of 25 TOC 1st Previous Next ↓Bottom Just 11th

b. An extraordinary corporate transaction such as merger,     
   reorganization or liquidation, involving the Issuer or any of its
subsidiaries;                                                 

       c. A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;                                      

    d. A change in the present Board of Directors or management of the
       Issuer, including any plans or proposals to change the number or term
of Directors or to fill any existing vacancies on the Board;  

         e. Any material change in the present capitalization of dividend policy
of the Issuer;                                                

    f. Any other material change in the Issuer's business or corporate
structure;                                                    

         g. Changes in the Issuer's charter, bylaws or instruments corresponding
         thereto or other actions which may impede the acquisition of control of
the Issuer by any person;                                     

      h. Causing a class of securities of the Issuer to be delisted from a
         National Securities Exchange or to cease to be authorized to be courted
        in an interdealer quotation system of a registered National Securities
Association;                                                  

       i. A class of equities securities of the Issuer becoming eligible for
       termination of registration pursuant to Section 12(g)4 of the Act; or

j. Any actions similar to any of those numerated above.       

5.       INTERESTS OF THE SECURITIES OF THE ISSUER                              

Stout Partnership holds 5,400,000 shares of Common Stock of the Company which   
represents 34.3% of the total number of outstanding shares of Common Stock on   
the date hereof. The Reporting Persons may be deemed to be beneficial owners of 
the shares of Stout Partnership by virtue of their positions as general partners
of such partnership and as such their beneficial ownership is as follows:       

      MARK S. ALSENTZER - 6,878,991 shares representing 39.9% of the total
outstanding shares of Common Stock of the Company.            

      AUGUST C. SCHULTES, III - 5,814,636 shares representing 35.9% of the
total outstanding shares of Common Stock of the Company.      

     GARY J. ZIEGLER - 6,095,852 shares representing 37.05% of the total
outstanding shares of the Common Stock of the Company.        

        RICHARD A. SCHULTES - 5,720,000 shares representing 35.6% of the total
outstanding shares of the Common Stock of the Company.        

       EDWARD A. SCHULTES - 5,720,000 shares representing 35.6% of the total
outstanding shares of the Common Stock of the Company.        

Page 11 of 14 

SC 13D 12th Page of 25 TOC 1st Previous Next ↓Bottom Just 12th

      JAMES F. SCHULTES - 5,720,000 shares representing 35.6% of the total
outstanding shares of the Common Stock of the Company.        

With respect to Stout Partnership, it has shared voting and shared dispositive  
power with respect to the shares of Common Stock beneficially owned by it.      

With respect to Mark S. Alsentzer, he has sole voting and sole dispositive power
with respect to 187,991 shares of Common Stock and 955,000 options which are    
exercisable as set forth in Item 3 herein. He has shared voting and shared      
dispositive power with respect to 5,736,000 shares of Common Stock beneficially 
owned by him of which 5,400,000 are held of record by Stout Partnership, 320,000
options held by Stout Partnership, and 16,000 shares of Common Stock held of    
record by Adams Oil, Inc., a New Jersey corporation.                            

With respect to August C. Schultes, he has sole voting and sole dispositive     
power with respect to 78,636 shares of Common Stock owned by him. He also has   
shared voting and shared dispositive power with respect to 5,736,000 shares of  
Common Stock beneficially owned by him of which 5,400,000 are held of record by 
Stout Partnership, 320,000 options held by Stout Partnership, and 16,000 shares 
of Common Stock held of record by Adams Oil, Inc., a New Jersey corporation.    

With respect to Gary J. Ziegler, he has sole voting and sole dispositive power  
with respect to 375,852 shares of Common Stock. He also has shared voting and   
shared dispositive powers with respect to 5,720,000 shares of Common Stock      
beneficially owned by him of which 5,400,000 are held of record by Stout        
Partnership and 320,000 are options held by Stout Partnership.                  

With respect to Richard A. Schultes, he has shared voting and shared dispositive
power with respect to 5,720,000 shares of Common Stock beneficially owned by him
of which 5,400,000 are held of record by Stout Partnership and 320,000 are      
options held by Stout Partnership.                                              

With respect to Edward A. Schultes, he has shared voting and shared dispositive 
power with respect to 5,720,000 shares of Common Stock beneficially owned by him
of which 5,400,000 are held of record by Stout Partnership and 320,000 are      
options held by Stout Partnership.                                              

With respect to James F. Schultes, he has shared voting and shared dispositive  
power with respect to 5,720,000 shares of Common Stock beneficially owned by him
of which 5,400,000 are held of record by Stout Partnership and 320,000 are      
options held by Stout Partnership.                                              

C. No transactions were effected by the Reporting Persons during the 60 days    
immediately preceding the date of this Statement.                               

D. No person, other than Stout Partnership and the Reporting Persons listed     
herein, is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock 
beneficially owned by them.                                                     

E.  Not applicable.                                                             

Page 12 of 14 

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6.       CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO THE SECURITIES OF THE ISSUER                               

Other than as indicated elsewhere in this Statement, Stout Partnership and the  
Reporting Persons are not a party to any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of the Issuer, including, but not limited to, the transfer or voting of any of  
the issuance of securities, finder's fees, joint ventures, loan or option       
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, with the exception of the Partnership  
Agreement and any shares which may have been pledged to PNC Bank of Delaware as 
part of the revolving discretionary line of credit to the Company in the        
ordinary course of its business.                                                

7.       MATERIAL TO BE FILED AS EXHIBITS:                                      

EXHIBIT A: Letter Agreement regarding Joint filing.                             

EXHIBIT B: Agreement and Plan of Merger, dated December 31, 1996, Clean Earth   
Inc. and U.S. Plastic Lumber Corporation is incorporated by reference from the  
Exhibit 10.3 of the Registration Statement on Form SB-2 (File No. 333-22949)    
filed with the Securities and Exchange Commission ("SEC") on March 7, 1997 and  
subsequently amended on August 26, 1997, January 9, 1998 and February 11, 1998. 

EXHIBIT C: Partnership Agreement                                                

EXHIBIT D: Loan Agreement with PNC Bank                                         

Page 13 of 14 

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SIGNATURE                                                                       

After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this Statement is true, complete and correct. 

Stout Partnership                      Stout Partnership                        

By: /s/ Mark S. Alsentzer              By: /s/ August C. Schultes, III          
----------------------------------     ---------------------------------------- 
Mark S. Alsentzer, General Partner     August C. Schultes, III, General Partner 

Stout Partnership                      Stout Partnership                        

By: /s/ Gary J. Ziegler                By: /s/ Richard A. Schultes              
----------------------------------     ---------------------------------------- 
Gary J. Ziegler, General Partner       Richard A. Schultes,  General Partner    

Stout Partnership                      Stout Partnership                        

By: /s/ James F. Schultes              By: /s/ Edward A. Schultes               
----------------------------------     ---------------------------------------- 
James F. Schultes, General Partner     Edward A. Schultes, General Partner      

/s/ Mark S. Alsentzer                  /s/ August C. Schultes III               
----------------------------------     ---------------------------------------- 
Mark S. Alsentzer, Individually        August C. Schultes, III, Individually    

/s/ Gary J. Ziegler                    /s/ Richard A. Schultes                  
----------------------------------     ---------------------------------------- 
Gary J. Ziegler, Individually          Richard A. Schultes, Individually        

/s/ James F. Schultes                  /s/ Edward A. Schultes                   
----------------------------------     ---------------------------------------- 
James F. Schultes, Individually        Edward A. Schultes, Individually         

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 Stout Partnership

                                                                       EXHIBIT A

March 12, 1998                                                                  

Mr. Mark Alsentzer                          Mr. Richard A. Schultes             
U.S. Plastic Lumber Corporation             A.C. Schultes, Inc.                 
2300 Glades Road, Suite 440W                101 Jessup Road                     
Boca Raton, FL  33431                       Thorofare, NJ  08086                

Mr. August C. Schultes, III                 Mr. Edward A. Schultes              
A.C. Schultes, Inc.                         A.C. Schultes, Inc.                 
101 Jessup Road                             101 Jessup Road                     
Thorofare, NJ  08086                        Thorofare, NJ  08086                

Mr. Gary J. Ziegler                         Mr. James F. Schultes               
Consultants and Planners                    A.C. Schultes, Inc.                 
14 Mill Road                                101 Jessup Road                     
Mullica Hill, NJ  08062                     Thorofare, NJ  08086                

Gentlemen:                                                                      

This letter hereby confirms the agreement and understanding among each of us,   
the undersigned, that the Schedule 13D being filed with the Securities and      
Exchange Commission on or about this date is being filed on behalf of each of   
us.                                                                             

                                      Sincerely,

                                             Stout Partnership

Agreed and accepted:                                                            

                                                        [Enlarge/Download Table]
                                                                                     

/s/ Mark S. Alsentzer                   By:  /s/ Mark S. Alsentzer                   
--------------------------------------       ----------------------------------      
Mark S. Alsentzer, Individually              Mark S. Alsentzer, General Partner      

/s/ August C. Schultes, III             By:  /s/ August C. Schultes, III             
--------------------------------------       ----------------------------------      
August C. Schultes, III, Individually        August C. Schultes, III, General Partner

/s/ Gary J. Ziegler                     By:  /s/ Gary J. Ziegler                     
--------------------------------------       ----------------------------------      
Gary J. Ziegler, Individually                Gary J. Ziegler, General Partner        

/s/ Richard A. Schultes                 By:  /s/ Richard A. Schultes                 
--------------------------------------       ----------------------------------      
Richard A. Schultes, Individually            Richard A. Schultes, General Partner    

/s/ Edward A. Schultes                  By:  /s/ Edward A. Schultes                  
--------------------------------------       ----------------------------------      
Edward A. Schultes, Individually             Edward A. Schultes, General Partner     

/s/ James F. Schultes                   By:  /s/ James F. Schultes                   
--------------------------------------       ----------------------------------      
James F. Schultes, Individually              James F. Schultes, General Partner      


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                                                                       Exhibit C
                                                                       ---------

STOUT PARTNERSHIP AGREEMENT 
----------------------------

     THIS AGREEMENT is made as of the 1st day of August 1991, between and among:
August C. Schultes IV, Peter W. Schultes, Mark S. Alsentzer, Edward A. Schultes,
Richard A. Schultes, James F. Schultes, and Gary J. Ziegler (hereinafter        
referred to as "The Partners").                                                 

WITNESSETH: 
----------  

     WHEREAS, The Partners desire to form a partnership to purchase or otherwise
acquire the stock of Clean Earth, Inc. (a Delaware corporation) and to make     
other investments in real or personal property as the opportunity may arise.    

NOW THEREFORE, in consideration of the promises and mutual covenants  
hereinafter set forth, the parties hereto hereby agree as follows:              

   1. The Partners hereby form a partnership effective August 1, 1991, to be
known as the "Stout Partnership" for the purpose of purchasing or otherwise     
acquiring the stock of Clean Earth, Inc. and in such other business as may be   
agreed upon by the Partners.                                                    

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       2. The principal place of business of the partnership shall be at 664
South Evergreen Avenue, Woodbury, NJ and such other place or places as may be   
agreed upon by the Partners.                                                    

3. The initial capital of the partnership shall be $0.00.     

   For determining a deceased or withdrawing partner's interest in the
partnership, and for all other purposes each partner shall be deemed to be the  
owner of the partnership as follows: August 10%, Peter 10%, Mark 20%, Edward    
15%, Richard 15%, James 15%, Gary 15%.                                          

        4. The partnership may own or lease land to carry out the purposes for
which it is organized. Property or assets acquired by purchase, leasehold or    
otherwise shall be partnership property. The title to all partnership property  
shall be held in the name of the partnership.                                   

      5. August shall act as MANAGING PARTNER of the STOUT PARTNERSHIP and
Mark shall act as Assistant Managing Partner.                                   

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        6. No partner shall, on behalf of the partnership, without the written
consent of all of the other Partners, endorse any note, act as an accommodation 
party, or otherwise become a surety for any person. Without the written consent 
of all the other partners, no partner shall, on behalf of the partnership, (a)  
borrow or lend money, (b) make, deliver, or accept any commercial paper, or     
execute any mortgage, security agreement, bond, or lease, or (c) purchase or    
contract to purchase, or sell or contract to sell any property for or of the    
partnership other than supplies which are purchased in the regular course of the
partnership business, nor shall any partner (a) assign, mortgage, grant a       
security interest in, or sell his share in the partnership or in its capital    
assets or property, or enter into any agreement as a result of which any person 
shall become interested with him in the partnership or entitled to receive the  
income from the partnership, unless consented to by all the other partners, or  
(b) do any act detrimental to the best interests of the partnership or which    
would make it impractical to carry on the ordinary business of the partnership. 

7. All partnership funds shall be deposited in the name of the
partnership in accounts in a bank to be designated by August as MANAGING        
PARTNER. All checks, drafts, or other withdrawal slips drawn on such partnership
accounts shall be signed by AUGUST or MARK or their designee, so long as such   
checks,                                                                         

3 

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drafts, or other withdrawal slips do not involve transactions precluded by this 
agreement.                                                                      

         8. Books of account shall be kept by AUGUST or his designee and entries
made therein of all monies, debts, sales, purchases, receipts, payments, and all
other transactions of the partnership. The books of account, together with all  
correspondence, papers, and other documents shall be open at all times to the   
examination of each partner.                                                    

      9. In the event of the death or mental incapacity of AUGUST, whether
such mental incapacity be temporary or permanent, the parties shall then elect a
new MANAGING PARTNER, who shall then obtain all duties and powers granted to    
AUGUST by this agreement. In order to elect a new MANAGING PARTNER, a unanimous 
vote is required.                                                               

    10. a. The initial capital contribution and all subsequent capital
contributions and all withdrawals from capital shall be allocated to each       
partner in separate capital accounts to be maintained for each partner.         

       b. Earnings of the partnership shall be allocated to separate
Earnings Accounts maintained for each partner. Before any                       

4 

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distribution of earnings is made, any deficit in the capital account of any     
partner shall be restored. The entire amount of net income for each calendar    
year shall be distributed to the Partners as per their percentage in the        
partnership subject to any agreement of the Partners to retain funds.           

        11. Each Partner agrees to be responsible as per his percentage in the
partnership for all notes and other obligations of the partnership and agrees to
contribute his percentage with the other partners in the satisfaction of all    
such notes and obligations.                                                     

        12. A partner who has received an offer for the purchase of any or all
of his partnership interest, must first offer to sell said partnership interest 
to the remaining partners in the partnership at the purchase price for which the
selling partner has received a bona fide third party offer, subject to the same 
terms and conditions of purchase from that third party. In the event that none  
of the remaining partners in the partnership desire to purchase the selling     
partner's interest, the remaining partners shall still have the right to approve
the third party partner, however, such approval shall not be unduly or          
unreasonably withheld and be determined by a majority of the partnership        
interest of those partners remaining in the partnership.                        

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     13. It is understood that in the event of the death of a partner in
the partnership, the executor or administrator of that partner's estate shall   
be required to first offer the decedent partnership interest in the partnership,
which will be valued at the fair market value of the interest at decedent's     
death, to the remaining partners who shall have ninety (90) days after written  
notice thereof to agree to purchase and that the purchase price may be paid out 
over a SIXTY (60) month period, interest at EIGHT PERCENT (8%) per annum,       
principal and interest payments quarterly. In the event that none of the        
remaining partners desire to purchase the decedent's interest the decedent's    
administrator or executor may elect one of the following two alternatives:      

      a. Convey decedent's interest to decedent's heirs;

               b. Sale of decedent's partnership interest to a third party
subject to the same rights of first refusal and approval by the remaining       
partners.                                                                       

       14. In the event that all of the partners shall agree to dissolve the
partnership the business shall be wound up, the debts paid, and the surplus     
divided among the partners in accordance with their respective interests        
therein.                                                                        

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       15. The parties mutually agree that any dispute, controversy or claim
that cannot be resolved between them shall be submitted to the American         
Arbitration Association for determination in lieu of their respective rights to 
seek adjudication in a Court of competent jurisdiction. The parties agree that  
all issues shall be resolved in accordance with the laws of the State of New    
Jersey; and further agree that the decision of the Arbitrator shall be final and
binding. Where a party is confronted with a situation that could result in      
imminent peril to his investments in the partnership, nothing in the paragraph  
shall be construed to bar his use of state or federal courts to seek a          
restraining order or other injunctive relief.                                   

16. This Agreement may be amended at any time upon the written
agreement of the Partners.                                                      

     17. This Agreement and all rights of the parties hereunder shall be
governed and determined by the laws of the state of New Jersey.                 

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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year aforesaid.                                     

WITNESS:                                                                        

/s/ Michael D. Schmidt                          /s/ August C. Schultes IV       
--------------------------------                --------------------------------
                                     AUGUST C. SCHULTES IV

/s/ Michael D. Schmidt                          /s/ Peter W. Schultes           
--------------------------------                --------------------------------
                                 PETER W. SCHULTES

/s/ Michael D. Schmidt                          /s/ Mark S. Alsentzer           
--------------------------------                --------------------------------
                                 MARK S. ALSENTZER

/s/ Michael D. Schmidt                          /s/ Edward A. Schultes          
--------------------------------                --------------------------------
                                  EDWARD A. SCHULTES

/s/ Michael D. Schmidt                          /s/ Richard J. Schultes         
--------------------------------                --------------------------------
                                   RICHARD J. SCHULTES

/s/ Michael D. Schmidt                          /s/ James F. Schultes           
--------------------------------                --------------------------------
                                 JAMES F. SCHULTES

/s/ Michael D. Schmidt                          /s/ Gary J. Ziegler             
--------------------------------                --------------------------------
                               GARY J. ZIEGLER

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                                                                       EXHIBIT D

DISCRETIONARY LINE OF CREDIT NOTE                                      PNC BANK 
(Prime-Based Rate; Discretionary Facility)                                      

$4,000,000.00                                                  January 20, 1998 

FOR VALUE RECEIVED, U.S. PLASTIC LUMBER CORPORATION, a Nevada corporation (the  
"BORROWER"), with an address at 2300 Glades Road, Suite 440 W, Boca Raton, FL   
33431, promises to pay to the order of PNC BANK, DELAWARE, a Delaware banking   
corporation (the "Bank"), in lawful money of the United States of America in    
immediately available funds at its offices located at 222 Delaware Avenue,      
Wilmington, Delaware 19801, or at such other location as the Bank may designate 
from time to time, the principal sum of FOUR MILLION AND 00/100 DOLLARS         
($4,000,000.00) (the "FACILITY"), or such lesser amount as may be advanced to or
for the benefit of the Borrower hereunder, together with interest accruing on   
the outstanding principal balance from the date hereof, as provided below:      

1. RATE OF INTEREST. Beginning on the date of this Note and continuing until    
December 31, 1998, amounts outstanding UP TO AND INCLUDING THE AGGREGATE AMOUNT 
OF $4,000,000.00 under this Note will bear interest at a rate per annum which is
at all times FIFTY BASIS POINTS (0.50%) UNDER THE PRIME RATE. THEREAFTER,       
amounts outstanding IN EXCESS OF THE AGGREGATE AMOUNT OF $2,000,000.00 under    
this Note will bear interest at a rate per annum which is at all times FIFTY    
BASIS POINTS (0.50%) OVER THE PRIME RATE. Interest will be calculated on the    
basis of a year of 360 days for the actual number of days in each interest      
period. As used herein, "PRIME RATE" shall mean the rate publicly announced by  
the Bank from time to time as its prime rate. The Prime Rate is not tied to any 
external rate or index and does not necessarily reflect the lowest rate of      
interest actually charged by the Bank to any particular class or category of    
customers. If and when the Prime Rate changes, the Floating Rate will change    
automatically without notice to the Borrower, effective on the date of any such 
change. In no event will the rate of interest hereunder exceed the maximum rate 
allowed by law.                                                                 

2. DISCRETIONARY ADVANCES. THIS IS NOT A COMMITTED LINE OF CREDIT AND ADVANCES  
UNDER THIS NOTE, IF ANY, SHALL BE MADE BY THE BANK IN ITS SOLE DISCRETION.      
NOTHING CONTAINED IN THIS NOTE OR ANY OTHER LOAN DOCUMENTS SHALL BE CONSTRUED TO
OBLIGATE THE BANK TO MAKE ANY ADVANCES. THE BANK SHALL HAVE THE RIGHT TO REFUSE 
TO MAKE ANY ADVANCES AT ANY TIME WITHOUT PRIOR NOTICE TO THE BORROWER.          

The Borrower may request advances, repay and request additional advances        
hereunder until JUNE 30, 1999 (the "Expiration Date"), subject to the terms and 
conditions of this Note and the Loan Documents (as defined below). In no event  
shall the aggregate unpaid principal amount of advances under this Note exceed  
the face amount of this Note.                                                   

3. ADVANCE PROCEDURES; LOAN ADMINISTRATION. A request for advance shall be      
submitted by the Borrower to the Bank on an Line of Credit Request For Advance  
(the "REQUEST FOR ADVANCE") in form and content satisfactory to the Bank and in 
accordance with the terms and conditions of that certain confirmation letter    
dated NOVEMBER 18, 1997, by and between the Borrower and the Bank (the letter   
and all extensions, renewals, amendments, substitutions or replacements referred
to herein as the "LETTER AGREEMENT").                                           

Each advance under the Facility will be administered by the Bank as a separate  
term loan (the "LOAN" OR "LOANS"). The Bank will enter on its books and records,
which entry when made will be presumed correct, the date and amount of each     
Loan, as well as the date and amount of each payment made by the Borrower.      

4. PAYMENT TERMS. Accrued interest will be due and payable on the first day of  
each month as billed by the Bank. All outstanding principal and any accrued but 
unpaid interest shall be due and payable on JUNE 30, 1999.                      

If any payment under this Note shall become due on a Saturday, Sunday or public 
holiday under the laws of the State where the Bank's office indicated above is  
located, such payment shall be made on the next succeeding business day and such
extension of time shall be included in computing interest in connection with    
such payment. The Borrower hereby authorizes the Bank to charge the Borrower's  
deposit account at the Bank for any payment when due hereunder. Payments        
received will be applied to charges, fees and expenses (including attorneys'    
fees), accrued interest and principal in any order the Bank may choose, in its  
sole discretion.                                                                

5. LATE PAYMENTS; DEFAULT RATE. If the Borrower fails to make any payment of    
principal, interest or other amount coming due pursuant to the provisions of the
Loan Documents within fifteen calendar days of the date due and payable, the    
Borrower also shall pay to the Bank a late charge equal to five percent (5.00%) 
of the amount of such payment. Such fifteen day period shall not be construed in
any way to extend the due date of any such payment. The late charge is imposed  
for the purpose of defraying the Bank's expenses incident to the handling of    
delinquent payments and is in addition to, and not in lieu of, the exercise by  
the Bank of any rights and remedies hereunder, under the other Loan Documents or
under applicable laws, and any fees and expenses of any agents or attorneys     
which the Bank may employ. Upon maturity, whether by acceleration, demand or    
otherwise, and at the option of the Bank upon the occurrence of any Event of    
Default (as hereinafter defined) and during the continuance thereof, this Note  
shall bear interest at a rate per annum (based on a year of 360 days and actual 
days elapsed) which shall be two percentage points (2.00%) in excess of the     
interest rate in effect from time to time under this Note but not more than the 
maximum rate allowed by law (the "DEFAULT RATE"). The Default Rate shall        
continue to apply whether or not judgment shall be entered on this Note.        

6. PREPAYMENT. The indebtedness evidenced by this Note may be prepaid in whole  
or in part at any time without penalty.                                         

7. OTHER LOAN DOCUMENTS. This Note is issued in connection with the Letter      
Agreement, security agreements, guarantys, pledge agreement, and related        
documents, the terms of which are incorporated herein by reference              
(collectively, the "LOAN DOCUMENTS"), as supplemented from time to time by each 
Request For Advance executed and delivered by the Borrower to the Bank, and is  
secured by the property described in the Loan Documents and by such other       
collateral as previously may have been or may in the future be granted to the   
Bank to secure this Note.                                                       

8. EVENTS OF DEFAULT. The occurrence of any of the following events will be     
deemed to be an "EVENT OF DEFAULT" under this Note: (i) the nonpayment of any   
principal, interest or other indebtedness under this Note when due; (ii) the    
occurrence of any event of default or default and the lapse of any notice or    
cure period under any Loan Document or any other debt, liability or obligation  
to the Bank of any Obligor; (iii) the filing by or against any Obligor of any   
proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation,
conservatorship or similar proceeding (and, in the case of any such proceeding  
instituted against any Obligor, such proceeding is not dismissed or stayed      
within 30 days of the commencement thereof); (iv) any assignment by any Obligor 
for the benefit of creditors, or any levy, garnishment, attachment or similar   
proceeding is instituted against any property of any Obligor held by or         
deposited with the Bank; (v) a default with respect to any other indebtedness   

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of any Obligor for borrowed money, if the effect of such default is to cause or 
permit the acceleration of such debt; (vi) the commencement of any foreclosure  
or forfeiture proceeding, execution or attachment against any collateral        
securing the obligations of any Obligor to the Bank; (vii) the entry of a final 
judgment against any Obligor and the failure of such Obligor to discharge the   
judgment within ten days of the entry thereof; (viii) in the event that this    
Note or any guarantee executed by any Guarantor is secured, the failure of any  
Obligor to provide the Bank with additional collateral if in the opinion of the 
Bank at any time or times, the market value of any of the collateral securing   
this Note or any guarantee has depreciated; (ix) any material adverse change in 
the business, assets, operations, financial condition or results of operations  
of any Obligor; (x) the Borrower ceases doing business as a going concern; (xi) 
the revocation or attempted revocation, in whole or in part, of any guarantee by
any Guarantor; (xii) the death or legal incompetency of any individual Obligor  
or, if any Obligor is a partnership, the death or legal incompetency of any     
individual general partner; (xiii) any representation or warranty made by any   
Obligor to the Bank in any Loan Document, or any other documents now or in the  
future securing the obligations of any Obligor to the Bank, is false, erroneous 
or misleading in any material respect; or (xiv) the failure of any Obligor to   
observe or perform any covenant or other agreement with the Bank contained in   
any Loan Document or any other documents now or in the future securing the      
obligations of any Obligor to the Bank. As used herein, the term "OBLIGOR" means
any Borrower and any Guarantor, and the term "GUARANTOR" means any guarantor of 
the obligations of the Borrower to the Bank existing on the date of this Note or
arising in the future.                                                          

Upon the occurrence of an Event of Default: (a) the Bank shall be under no      
further obligation to make advances hereunder; (b) if an Event of Default       
specified in clause (iii) or (iv) above shall occur, the outstanding principal  
balance and accrued interest hereunder together with any additional amounts     
payable hereunder shall be immediately due and payable without demand or notice 
of any kind; (c) if any other Event of Default shall occur, the outstanding     
principal balance and accrued interest hereunder together with any additional   
amounts payable hereunder, at the option of the Bank and without demand or      
notice of any kind, may be accelerated and become immediately due and payable;  
(d) at the option of the Bank, this Note will bear interest at the Default Rate 
from the date of the occurrence of the Event of Default; and (e) the Bank may   
exercise from time to time any of the rights and remedies available to the Bank 
under the Loan Documents or under applicable law.                               

9. MISCELLANEOUS. No delay or omission of the Bank to exercise any right or     
power arising hereunder shall impair any such right or power or be considered to
be a waiver of any such right or power or any acquiescence therein, nor shall   
the action or inaction of the Bank impair any right or power hereunder. The     
Borrower agrees to pay on demand, to the extent permitted by law, all costs and 
expenses incurred by the Bank in the enforcement of its rights in this Note and 
in any security therefor, including without limitation reasonable fees and      
expenses of the Bank's counsel. If any provision of this Note is found to be    
invalid by a court, all the other provisions of this Note will remain in full   
force and effect.                                                               

The Borrower and all other makers and indorsers of this Note hereby forever     
waive presentment, protest, notice of dishonor and notice of non-payment. The   
Borrower also waives all defenses based on suretyship or impairment of          
collateral.                                                                     

If this Note is executed by more than one Borrower, the obligations of such     
persons or entities hereunder will be joint and several. This Note shall bind   
the Borrower and the heirs, executors, administrators, successors and assigns of
the Borrower, and the benefits hereof shall inure to the benefit of Bank and its
successors and assigns.                                                         

This Note has been delivered to and accepted by the Bank and will be deemed to  
be made in the State where the Bank's office indicated above is located. THIS   
NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO   
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE BANK'S OFFICE     
INDICATED ABOVE IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES. The Borrower  
hereby irrevocably consents to the exclusive jurisdiction of any state or       
federal court for the county or judicial district where the Bank's office       
indicated above is located; provided that nothing contained in this Note will   
prevent the Bank from bringing any action, enforcing any award or judgment or   
exercising any rights against the Borrower individually, against any security or
against any property of the Borrower within any other county, state or other    
foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the 
venue provided above is the most convenient forum for both the Bank and the     
Borrower. The Borrower waives any objection to venue and any objection based on 
a more convenient forum in any action instituted under this Note.               

10. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE
BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY  
NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS    
NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER     
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.                

THE BORROWER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF 
THIS NOTE, INCLUDING THE CONFESSION OF JUDGMENT AND WAIVER OF JURY TRIAL, AND   
HAS BEEN ADVISED BY COUNSEL AS NECESSARY OR APPROPRIATE.                        

WITNESS the due execution hereof as a document under seal, as of the date first 
written above, with the intent to be legally bound hereby.                      

WITNESS/ATTEST:                              U.S. PLASTIC LUMBER CORPORATION    

/s/ Bruce C. Rosetto                         By: /s/ Michael D. Schmidt (SEAL)  
---------------------------------------          -------------------------------

Print Name: Bruce C. Rosetto, Secretary      Print Name: Michael D. Schmidt     

                          Title: Treasurer
                                                    ----------------------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	6/30/99	24		10-Q
	12/31/98	24		10KSB
Filed on:	3/13/98
	3/12/98	15
	3/2/98	1		8-A12G, 8-K
	2/11/98	13		SB-2/A
	1/20/98	24
	1/9/98	13		SB-2/A
	12/12/97	10
	11/18/97	24
	8/26/97	13		SB-2/A
	3/7/97	13		SB-2
	12/31/96	10	13
				List all Filings

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Filing Submission 0000950144-98-002652 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Stout Partnership, et al. – ‘SC 13D’ on 3/13/98 re: US Plastic Lumber Corp

As of: Friday, 3/13/98 · Accession #: 950144-98-2652 · File #: 5-53759

Previous ‘SC 13D’: None · Next & Latest: ‘SC 13D/A’ on 4/14/03

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents