EXHIBIT 10.11 AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT ("AGREEMENT") dated as of April 4, 2002 between the U.S. Plastic Lumber Corp. (the "Company"), and Stout Partnership, a New...

                                                                   EXHIBIT 10.11

              AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

         AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT ("AGREEMENT")
dated as of April 4, 2002 between the U.S. Plastic Lumber Corp. (the "Company"),
and Xxxxx Partnership, a New Jersey Partnership (the "INVESTORS")

6                             W I T N E S S E T H:

         WHEREAS, U.S. Plastic Lumber Corp. (the "Company") and the Investors
have heretofore entered into a Convertible Debenture Agreement on December 1,
2000 in the aggregate amount of $5,000,000 which was subsequently amended on
March 15, 2001; and

         WHEREAS, the Company and the Investors are desirous of amending the
Convertible Debenture Agreement to further extend the due date of the
debentures; and

         WHEREAS, the Investors are major shareholders in the Company and derive
economic benefit from the success of the Company, and

         WHEREAS, the Investors are willing to execute this Amendment;

         NOW, THEREFORE, in consideration of the foregoing premises and the
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1.       MATURITY DATE. The Maturity Date as defined in the Debenture shall be
         amended to be July 1, 2003.

2.       CONSIDERATION FOR MATURITY DATE EXTENSION. In consideration for
         extending the Maturity Date of the Debenture the Company agrees to
         increase the interest rate from 11.5% to 16% per annum payable monthly,
         said increase in interest rate to take effect as of April 1, 2002.

3.       MISCELLANEOUS. All remaining terms of the Convertible Debenture
         Purchase Agreement and related agreements between the Company and
         Investors are unchanged and shall remain in full force and effect. This
         Agreement shall be governed by and construed and enforced in accordance
         with the laws of the State of Florida. This Agreement may be executed
         in two or more counterparts, all of which shall be considered on and
         the same agreement, it being understood that all parties need not sign
         the same counterpart.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
         executed on the date first written above.

                                              XXXXX PARTNERSHIP

                                              /s/ XXXX X. XXXXXXX
                                              --------------------------------
                                                 Xxxx X. Xxxxxxx
                                                 Title: Managing Partner

                                              U.S. Plastic Lumber Corp.

                                              /s/ XXXXX X. XXXXXXX
                                              --------------------------------
                                                  Xxxxx X. Xxxxxxx, Secretary