Re: 2nd Letter Agreement

<PAGE>

                                                                   Exhibit 10.10

                                 January 7, 2005

VIA FACSIMILE

U.S. Plastic Lumber Ltd.

2600 W. Roosevelt Road

Chicago, Illinois   60608

         Re:     2nd Letter Agreement

Gentlemen:

         This letter agreement (this "Letter Agreement") is delivered to U.S.

PLASTIC LUMBER LTD., a Delaware corporation (the "Company"), in connection with

that certain Option to Purchase, dated as of March 4, 2004, entered into by and

between 2600 ROOSEVELT ASSOCIATES, L.L.C., an Illinois limited liability company

("2600"), and the Company (the "Option Agreement"). Capitalized terms used but

not defined in this Letter Agreement shall have the meanings given to them in

the Option Agreement.

         On or about November 19, 2004, the Company and 2600 entered into that

certain letter agreement pursuant to wh