<PAGE>   1

                                                                     EXHIBIT 4.3

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, PLEDGED,
OR OTHERWISE SOLD OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.




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

June 15, 2001

                            U.S. PLASTIC LUMBER CORP.

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

                          Common Stock Purchase Warrant

         U.S. Plastic Lumber Corp., a Nevada corporation (the "COMPANY"), hereby
certifies that for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, HALIFAX FUND, L.P., having an address at c/o
The Palladin Group, L.P., 195 Maplewood Avenue, Maplewood, New Jersey 07040
("PURCHASER") or any other Warrant Holder is entitled, on the terms and
conditions set forth below, to purchase from the Company at any time beginning
on the date hereof and ending on the fifth anniversary of the Closing Date
250,000 fully paid and nonassessable shares of Common Stock, par value $0.0001,
of the Company (the "COMMON STOCK"), at a purchase price of $2.00 per share of
Common Stock subject to adjustment pursuant to Section 5 herein (the "PURCHASE
PRICE").

         1.       DEFINITIONS.

                  (a)      The term "AGREEMENT" shall mean the Debenture
Purchase Agreement dated as of June 15, 2001, between the Company and the
Investors signatory thereto.

                  (b)      The term "DEBENTURE" shall mean any of the Company's
18% Debentures Due May 31, 2002.

                  (c)      The term "EFFECTIVE REGISTRATION" shall have the
meaning specified in the Agreement.

                  (d)      The term "CLOSING DATE" shall mean June 15, 2001.

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                  (e)      The term "REGISTRATION RIGHTS AGREEMENT" shall mean
the Registration Rights Agreement, dated as of June 15, 2001, between the
Company and the Purchaser signatory thereto.

                  (f)      The term "WARRANT HOLDER" shall mean the Purchaser or
any assignee of all or any portion of this Warrant.

                  (g)      The term "WARRANT SHARES" shall mean the shares of
Common Stock or other securities issuable upon exercise of this Warrant.

         Capitalized terms used but not defined in this Warrant shall have the
meanings specified in the Agreement or the Debentures.

         2.       EXERCISE OF WARRANT.

         The Warrant Holder may exercise this Warrant, in whole or in part, at
any time and from time to time by either of the following methods:

                  (a)      The Warrant Holder may surrender this Warrant,
together with the form of subscription at the end hereof duly executed by
Warrant Holder ("SUBSCRIPTION NOTICE"), at the offices of the Company; or

                  (b)      The Warrant Holder may also exercise this Warrant, in
whole or in part, in a "cashless" or "net-issue" exercise by delivering to the
offices of the Company this Warrant, together with a Subscription Notice
specifying the number of Warrant Shares to be delivered to such Warrant Holder
("DELIVERABLE Shares") and the number of Warrant Shares with respect to which
this Warrant is being surrendered in payment of the aggregate Purchase Price for
the Deliverable Shares ("SURRENDERED SHARES"); provided that the Purchase Price
multiplied by the number of Deliverable Shares shall not exceed the value of the
Surrendered Shares. For purposes of this provision, each Warrant Share as to
which this Warrant is surrendered will be attributed a value equal to the fair
market value (as defined below) of the Warrant Share minus the Purchase Price of
the Warrant Share.

         3.       DELIVERY OF STOCK CERTIFICATES.

                  (a)      Subject to the terms and conditions of this Warrant,
as soon as practicable after the exercise of this Warrant in full or in part,
and in any event within three (3) Trading Days thereafter, the Company shall
transmit the certificates of the Warrant Shares (together with any other stock
or other securities or property to which Warrant Holder is entitled upon
exercise) by messenger or overnight delivery service to reach the address
designated by such holder within three (3) Trading Days after the receipt of the
Subscription Notice ("T+3"). If such certificates are not received by the
Warrant Holder within T+3, then the Warrant Holder will be entitled to revoke
and withdraw its exercise of its Warrant at any time prior to its receipt of
those certificates.

                  In lieu of delivering physical certificates representing the
Warrant Shares deliverable upon exercise of Warrants, provided the Company's
transfer agent is


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<PAGE>   3

participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer ("FAST") program, upon request of the Warrant Holder, the Company shall
use its best efforts to cause its transfer agent to electronically transmit the
Warrant Shares issuable upon exercise to the Warrant Holder, by crediting the
account of Warrant Holder's prime broker with DTC through its Deposit Withdrawal
Agent Commission ("DWAC") system. The time periods for delivery described above
shall apply to the electronic transmittals through the DWAC system. The parties
agree to coordinate with DTC to accomplish this objective. The exchange pursuant
to Section 3 shall be deemed to have been made immediately prior to the close of
business on the date of the Subscription Notice. The person or persons entitled
to receive the Warrant Shares issuable upon such exercise shall be treated for
all purposes as the record holder or holders of such Warrant Shares at the close
of business on the date of the Subscription Notice.

                  The term "TRADING DAY" means (x) if the Common Stock is listed
on the New York Stock Exchange or the American Stock Exchange, a day on which
there is trading on such stock exchange, (y) if the Common Stock is not listed
on either of such stock exchanges but sale prices of the Common Stock are
reported on an automated quotation system, a day on which trading is reported on
the principal automated quotation system on which sales of the Common Stock are
reported, or (z) if the foregoing provisions are inapplicable, a day on which
quotations are reported by National Quotation Bureau Incorporated.

                  (b)      This Warrant may not be exercised as to fractional
shares of Common Stock. In the event that the exercise of this Warrant, in full
or in part, would result in the issuance of any fractional share of Common
Stock, then in such event the Warrant Holder shall be entitled to cash equal to
the fair market value of such fractional share. For purposes of this Warrant,
"FAIR MARKET VALUE" shall equal the closing trading price of the Common Stock on
the Approved Market which is the principal trading exchange or market for the
Common Stock (the "PRINCIPAL MARKET") on the date of determination or, if the
Common Stock is not listed or admitted to trading on any Approved Market, the
average of the closing bid and asked prices on the over-the-counter market as
furnished by any New York Stock Exchange member firm reasonably selected from
time to time by the Company for that purpose and reasonably acceptable to the
Warrant Holder, or, if the Common Stock is not listed or admitted to trading on
any Approved Market or traded over-the-counter and the average price cannot be
determined a contemplated above, the fair market value of the Common Stock shall
be as reasonably determined in good faith by the Company's Board of Directors
with the concurrence of the Warrant Holder acting in good faith.

         4.       (A)      REPRESENTATIONS AND COVENANTS OF THE COMPANY.

                  (a)      The Company shall comply with its obligations under
the Registration Rights Agreement with respect to the Warrant Shares, including,
without limitation, the Company's obligation to have filed and declared and
maintained effective a registration statement registering the Warrant Shares
under the Securities Act of 1933, as amended (the "ACT").


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<PAGE>   4

                  (b)      The Company shall take all necessary action and
proceedings as may be required and permitted by applicable law, rule and
regulation, including, without limitation, the notification of the Principal
Market, for the legal and valid issuance of this Warrant and the Warrant Shares
to the Warrant Holder under this Warrant.

                  (c)      From the date hereof through the last date on which
this Warrant is exercisable, the Company shall take all steps necessary to
insure that the Common Stock remains listed on the Principal Market.

                  (d)      The Warrant Shares, when issued in accordance with
the terms hereof, will be duly authorized and, when paid for or issued in
accordance with the terms hereof, shall be validly issued, fully paid and
non-assessable. The Company has authorized and reserved for issuance to Warrant
Holder the requisite number of shares of Common Stock to be issued pursuant to
this Warrant.

                  (e)      The Company shall at all times reserve and keep
available, solely for issuance and delivery as Warrant Shares hereunder, 200% of
such number of shares of Common Stock as shall from time to time be issuable
hereunder.

                  (f)      With a view to making available to the Warrant Holder
the benefits of Rule 144 promulgated under the Act and any other rule or
regulation of the Securities and Exchange Commission ("SEC") that may at any
time permit Warrant Holder to sell securities of the Company to the public
without registration, the Company agrees to use its best efforts to:

                           (i)      make and keep public information available,
                  as those terms are understood and defined in Rule 144, at all
                  times;

                           (ii)     file with the SEC in a timely manner all
                  reports and other documents required of the Company under the
                  Act and the Securities Exchange Act of 1934, as amended (the
                  "EXCHANGE ACT"); and

                           (iii)    furnish to any Warrant Holder forthwith upon
                  request a written statement by the Company that it has
                  complied with the reporting requirements of Rule 144 and of
                  the Act and the Exchange Act, a copy of the most recent annual
                  or quarterly report of the Company, and such other reports and
                  documents so filed by the Company as may be reasonably
                  requested to permit any such Warrant Holder to take advantage
                  of any rule or regulation of the SEC permitting the selling of
                  any such securities without registration.

                  (B)      REPRESENTATIONS AND COVENANTS OF THE PURCHASER.

                  The Purchaser shall not resell Warrant Shares, unless such
resale is made pursuant to an effective registration statement under the Act or
pursuant to an applicable exemption from such registration requirements.


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<PAGE>   5

         5.       ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number
of and kind of securities purchasable upon exercise of this Warrant and the
Purchase Price shall be subject to adjustment from time to time as follows:

                  (a)      Subdivisions, Combinations and other Issuances. If
the Company shall at any time after the date hereof but prior to the expiration
of this Warrant subdivide its outstanding securities as to which purchase rights
under this Warrant exist, by split-up, spin-off, or otherwise, or combine its
outstanding securities as to which purchase rights under this Warrant exist, the
number of Warrant Shares as to which this Warrant is exercisable as of the date
of such subdivision, split-up, spin-off or combination shall forthwith be
proportionately increased in the case of a subdivision, or proportionately
decreased in the case of a combination. Appropriate proportional adjustments
(decrease in the case of subdivision, increase in the case of combination) shall
also be made to the Purchase Price payable per share, so that the aggregate
Purchase Price payable for the total number of Warrant Shares purchasable under
this Warrant as of such date shall remain the same as it would have been before
such subdivision or combination.

                  (b)      Stock Dividend. If at any time after the date hereof
the Company declares a dividend or other distribution on Common Stock payable in
Common Stock or other securities or rights convertible into or exchangeable for
Common Stock ("COMMON STOCK EQUIVALENTS") without payment of any consideration
by holders of Common Stock for the additional shares of Common Stock or the
Common Stock Equivalents (including the additional shares of Common Stock
issuable upon exercise or conversion thereof), then the number of shares of
Common Stock for which this Warrant may be exercised shall be increased as of
the record date (or the date of such dividend distribution if no record date is
set) for determining which holders of Common Stock shall be entitled to receive
such dividends, in proportion to the increase in the number of outstanding
shares (and shares of Common Stock issuable upon conversion of all such
securities convertible into Common Stock) of Common Stock as a result of such
dividend, and the Purchase Price shall be proportionately reduced so that the
aggregate Purchase Price for all the Warrant Shares issuable hereunder
immediately after the record date (or on the date of such distribution, if
applicable) for such dividend shall equal the aggregate Purchase Price so
payable immediately before such record date (or on the date of such
distribution, if applicable). For the avoidance of doubt, the Purchaser
acknowledges that dividends paid by the Company on its Series A Preferred Stock
and Series B Preferred Stock shall not cause any of the adjustments described in
this paragraph.

                  (c)      Other Distributions. If at any time after the date
hereof the Company distributes to holders of its Common Stock, other than as
part of its dissolution, liquidation or the winding up of its affairs, any
shares of its capital stock, any evidence of indebtedness or any of its assets
(other than Common Stock), then the number of Warrant Shares for which this
Warrant is exercisable shall be increased to equal: (i) the number of Warrant
Shares for which this Warrant is exercisable immediately prior to such event,
(ii) multiplied by a fraction, (A) the numerator of which shall be the fair
market value per share of Common Stock on the record date for the dividend or
distribution, and (B) the denominator of which shall be the fair market value
price per share of Common Stock on


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<PAGE>   6

the record date for the dividend or distribution minus the amount allocable to
one share of Common Stock of the value (as jointly determined in good faith by
the Board of Directors of the Company and the Warrant Holder) of any and all
such evidences of indebtedness, shares of capital stock, other securities or
property, so distributed. The Purchase Price shall be reduced to equal: (i) the
Purchase Price in effect immediately before the occurrence of any event (ii)
multiplied by a fraction, (A) the numerator of which is the number of Warrant
Shares for which this Warrant is exercisable immediately before the adjustment,
and (B) the denominator of which is the number of Warrant Shares for which this
Warrant is exercisable immediately after the adjustment.

                  (d)      Merger, etc. If at any time after the date hereof
there shall be a merger or consolidation of the Company with or into or a
transfer of all or substantially all of the assets of the Company to another
entity, then the Warrant Holder shall be entitled to receive upon or after such
transfer, merger or consolidation becoming effective, and upon payment of the
Purchase Price then in effect, the number of shares or other securities or
property of the Company or of the successor corporation resulting from such
merger or consolidation, which would have been received by Warrant Holder for
the shares of stock subject to this Warrant had this Warrant been exercised just
prior to such transfer, merger or consolidation becoming effective or to the
applicable record date thereof, as the case may be. The Company will not merge
or consolidate with or into any other corporation, or sell or otherwise transfer
its property, assets and business substantially as an entirety to another
corporation, unless the corporation resulting from such merger or consolidation
(if not the Company), or such transferee corporation, as the case may be, shall
expressly assume, by supplemental agreement reasonably satisfactory in form and
substance to the Warrant Holder, the due and punctual performance and observance
of each and every covenant and condition of this Warrant to be performed and
observed by the Company.

                  (e)      Reclassification, etc. If at any time after the date
hereof there shall be a reorganization or reclassification of the securities as
to which purchase rights under this Warrant exist into the same or a different
number of securities of any other class or classes, then the Warrant Holder
shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified herein and upon payment of the Purchase Price then in
effect, the number of shares or other securities or property resulting from such
reorganization or reclassification, which would have been received by the
Warrant Holder for the shares of stock subject to this Warrant had this Warrant
at such time been exercised.

                  (f)      Purchase Price Adjustment. If the Company issues or
sells any Common Stock or securities which are convertible into or exchangeable
for its Common Stock or any convertible securities, or any warrants or other
rights to subscribe for or to purchase or any options for the purchase of its
Common Stock or any such convertible securities (other than shares or options
issued or which may be issued (i) pursuant to the Company's employee or director
option plans, (ii) upon exercise of options, warrants or rights outstanding on
the date of the Agreement and listed in the Company's most recent periodic
report filed under the Exchange Act, (iii) as compensation in connection with
arrangements with consultants and promoters of the Common Stock and (iv) as


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<PAGE>   7

performance-related compensation to individuals that are employees of entities
that have been acquired by or merged into the Company, pursuant to "earn out"
provisions of the acquisition or merger agreements pursuant to which the Company
acquired such entities) at an effective purchase price per share which is less
than the greater of the Purchase Price then in effect or the fair market value
(as defined in Section 3(b) above) of the Common Stock on the trading day next
preceding such issue or sale, then in each such case, the Purchase Price in
effect immediately prior to such issue or sale shall be reduced effective
concurrently with such issue or sale to an amount determined by multiplying the
Purchase Price then in effect by a fraction, (x) the numerator of which shall be
the sum of (1) the number of shares of Common Stock outstanding immediately
prior to such issue or sale, plus (2) the number of shares of Common Stock which
the aggregate consideration received by the Company for such additional shares
would purchase at such fair market value or, Purchase Price as the case may be,
then in effect; and (y) the denominator of which shall be the number of shares
of Common Stock of the Company outstanding immediately after such issue or sale.

                  For the purposes of the foregoing adjustment, in the case of
the issuance of any convertible securities, warrants, options or other rights to
subscribe for or to purchase or exchange for, shares of Common Stock
("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock
issuable upon exercise, exchange or conversion of such Convertible Securities
shall be deemed to be outstanding, provided that no further adjustment shall be
made upon the actual issuance of Common Stock upon exercise, exchange or
conversion of such Convertible Securities.

                  The number of shares which may be purchased hereunder shall be
increased proportionately to any reduction in Purchase Price pursuant to this
paragraph 5(f), so that after such adjustments the aggregate Purchase Price
payable hereunder for the increased number of shares shall be the same as the
aggregate Purchase Price in effect just prior to such adjustments.

                  In the event of any such issuance for a consideration which is
less than such fair market value and also less than the Purchase Price then in
effect, than there shall be only one such adjustment by reason of such issuance,
such adjustment to be that which results in the greatest reduction of the
Purchase Price computed as aforesaid.

         6.       NO IMPAIRMENT. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Warrant Holder
against impairment. Without limiting the generality of the foregoing, the
Company (a) will not increase the par value of any Warrant Shares above the
amount payable therefor on such exercise, and (b) will take all such action as
may be reasonably necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant.


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<PAGE>   8

         7.       NOTICE OF ADJUSTMENTS. Whenever the Purchase Price or number
of Shares purchasable hereunder shall be adjusted pursuant to Section 5 hereof,
the Company shall execute and deliver to the Warrant Holder a certificate
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated and
the Purchase Price and number of shares purchasable hereunder after giving
effect to such adjustment, and shall cause a copy of such certificate to be
mailed (by first class mail, postage prepaid) to the Warrant Holder.

         8.       RIGHTS AS STOCKHOLDER. Prior to exercise of this Warrant, the
Warrant Holder shall not be entitled to any rights as a stockholder of the
Company with respect to the Warrant Shares, including (without limitation) the
right to vote such shares, receive dividends or other distributions thereon or
be notified of stockholder meetings. However, in the event of any taking by the
Company of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, the Company shall mail to
each Warrant Holder, at least 10 Trading Days prior to the date specified
therein, a notice specifying the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and the amount and
character of such dividend, distribution or right.

         9.       LIMITATION ON EXERCISE.

                  (a)      Notwithstanding anything to the contrary contained
herein, the number of shares of Common Stock that may be acquired by the Holder
at any time upon exercise pursuant to the terms hereof shall not exceed a number
that, when added to the total number of shares of Common Stock deemed
beneficially owned by such Holder at such time (other than by virtue of the
ownership of securities or rights to acquire securities (including the Warrant
and Preferred Shares) that have limitations on the Holder's right to convert,
exercise or purchase similar to the limitation set forth herein), together with
all shares of Common Stock deemed beneficially owned (other than by virtue of
the ownership of securities or rights to acquire securities that have
limitations on the right to convert, exercise or purchase similar to the
limitation set forth herein) by the Holder's "affiliates" (as defined in Rule
144 of the Securities Act) ("AGGREGATION PARTIES") that would be aggregated for
purposes of determining whether a group under Section 13(d) of the Exchange Act,
exists, would exceed 9.9% of the total issued and outstanding shares of the
Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). The Holder shall have the
right (x) at any time and from time to time to reduce its Restricted Ownership
Percentage immediately upon notice to the Company and (y) (subject to waiver) at
any time and from time to time, to increase its Restricted Ownership Percentage
to what the Holder would otherwise be entitled under this Warrant immediately in
the event of the announcement as pending or planned, of a Change in Control
Transaction.

                  (b)      The Holder covenants at all times on each day (each
such day being referred to as a "COVENANT DAY") as follows: During the balance
of such Covenant


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<PAGE>   9

Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and
the succeeding 61 days being referred to as the "COVENANT PERIOD") such Holder
will not acquire shares of Common Stock pursuant to any right (including
exercise of Warrants) existing at the commencement of the Covenant Period to the
extent the number of shares so acquired by such Holder and its Aggregation
Parties (ignoring all dispositions) would exceed:

                           (i)      the Restricted Ownership Percentage of the
                  total number of shares of Common Stock outstanding at the
                  commencement of the Covenant Period, minus

                           (ii)     the number of shares of Common Stock
                  actually owned by such Holder and its Aggregation Parties at
                  the commencement of the Covenant Period.

                           A new and independent covenant will be deemed to be
given by the Holder as of each moment of each Covenant Day. No covenant will
terminate, diminish or modify any other covenant. The Holder agrees to comply
with each such covenant. This Section 9 controls in the case of any conflict
with any other provision of the Purchase Agreement or any agreement entered into
in connection therewith.

                           The limitation contained in paragraphs (a) and (b)
above of this Section 9 may be enforced by the Company as follows: the Company's
obligation to issue Common Stock which would exceed such limits referred to in
this Section 19 shall be suspended to the extent necessary until such time, if
any, as shares of Common Stock may be issued in compliance with such
restrictions.

                  (c)      Notwithstanding anything contained herein, in no
event shall the Company issue shares of Common Stock hereunder to the extent
that the total number of shares issued or deemed issued to the Holder under the
Purchase Agreement would exceed the Holder's pro-rata portion of 19.9% of the
Company's issued and outstanding shares of Common Stock on the date of issuance
hereof, unless otherwise approved by the Company's shareholders. Instead, the
Company shall redeem this Warrant to the extent necessary at such consideration
required to place the Holder in the same economic position they would have been
if not for such limitation or as otherwise provided under the Purchase
Agreement.

         10.      REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, the Company at its
expense promptly will execute and deliver, in lieu thereof a new Warrant of like
tenor.


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<PAGE>   10

         11.      SPECIFIC PERFORMANCE; CONSENT TO JURISDICTION; CHOICE OF LAW.

                  (a)      The Company and the Warrant Holder acknowledge and
agree that irreparable damage would occur in the event that any of the
provisions of this Warrant were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Warrant and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which either of
them may be entitled by law or equity.

                  (b)      Each of the Company and the Warrant Holder (i) hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts located in New York County, New York for the purposes of any suit, action
or proceeding arising out of or relating to this warrant and (ii) hereby waives,
and agrees not to assert in any such suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Warrant
Holder consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address in effect for notices to
it under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing in this paragraph
shall affect or limit any right to serve process in any other manner permitted
by applicable law.

                  (c)      The Company and the Warrant Holder irrevocably waive
their right to trial by jury.

                  (d)      This Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York
applicable to contracts executed and to be performed entirely within such State.

         12.      ENTIRE AGREEMENT; AMENDMENTS. This Warrant, the Exhibits
hereto and the provisions contained in the Agreement or the Registration Rights
Agreement or the Debentures contain the entire understanding of the parties with
respect to the matters covered hereby and thereby and, except as specifically
set forth herein and therein, neither the Company nor the Warrant Holder makes
any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by a
written instrument signed by the party against whom enforcement of any such
amendment or waiver is sought.

         13.      NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be effective (a)
upon hand delivery or delivery by telex (with correct answer back received),
telecopy or facsimile at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by
express


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<PAGE>   11

courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:

                  to the Company:

                                    U.S. Plastic Lumber Corp.
                                    2300 Glades Road
                                    Suite 440 West
                                    Boca Raton, FL 33431
                                    Attention: Bruce Rosetto
                                    Facsimile: (561) 394-5335

                  with a copy to:

                                    Blank Rome Comisky & McCauley LLP
                                    One Logan Square
                                    Philadelphia, PA 19103
                                    Attention: Alan L. Zeiger, Esq.
                                    Facsimile: (215) 569-5628

                  to the Warrant Holder:

                                    Halifax Fund, L.P.
                                    c/o The Palladin Group, L.P.
                                    Investment Manager
                                    195 Maplewood Avenue
                                    Maplewood, NJ 07040
                                    Attention: Robert Chender
                                    Facsimile: (973) 313-6491

                  with copies to:

                                    Kleinberg, Kaplan, Wolff & Cohen, P.C.
                                    551 Fifth Avenue, 18th Floor
                                    New York, NY 10176
                                    Attention: Lawrence D. Hui, Esq.
                                    Facsimile: (212) 986-8866

Either party hereto may from time to time change its address for notices under
this Section 13 by giving at least 10 days' prior written notice of such changed
address to the other party hereto.

         14.      MISCELLANEOUS. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The invalidity or unenforceability of any


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<PAGE>   12

provision hereof shall in no way affect the validity or enforceability of any
other provision.

         15.      ASSIGNMENT. This Warrant may be transferred or assigned, in
whole or in part, at any time and from time to time by the then Warrant Holder
by submitting this Warrant to the Company together with a duly executed
Assignment in substantially the form and substance of the Form of Assignment
which accompanies this Warrant and, upon the Company's receipt hereof, and in
any event, within three (3) business days thereafter, the Company shall issue a
Warrant to the Warrant Holder to evidence that portion of this Warrant, if any,
as shall not have been so transferred or assigned.


Dated: June 15, 2001          U.S. PLASTIC LUMBER CORP.



                                 By:  /s/ Bruce C. Rosetto
                                    -------------------------------------------
                                      Name:  Bruce C. Rosetto
                                      Title: Vice President and General Counsel


CORPORATE SEAL

Attest:



By: /s/ Michael D. Schmidt
   -------------------------


               (SIGNATURE PAGE OF U.S. PLASTIC LUMBER CORPORATION
                         COMMON STOCK PURCHASE WARRANT)


                                       12
<PAGE>   13

                               NOTICE OF EXERCISE
             (To be executed by the Holder to exercise the right to
          purchase shares of Common Stock under the foregoing Warrant)

To:      U.S. PLASTIC LUMBER CORP.
Re:      COMMON STOCK PURCHASE WARRANT issued on June __, 2001 to
         __________________ to purchase shares of Common Stock (the "Warrant")

(1)      CHECK ONE:

_______           (a)      The undersigned  hereby elects to purchase  ________
                  shares of Common Stock of U.S. PLASTIC LUMBER CORP., pursuant
                  to Section 2 of the Warrant, and will tender payment of the
                  purchase price in full, together with all applicable transfer
                  taxes payable pursuant to the Warrant, if any.

                                             OR
_______           (b)      The undersigned hereby exercises the Warrant with
                  respect to ________ shares of Common Stock of U.S. PLASTIC
                  LUMBER CORP. on a cashless, "net basis" pursuant to Section 2
                  of the Warrant, and hereby instructs the Company to deliver
                  _______ shares of Common Stock to the holder of the Warrant
                  based on a Fair Market Value of $____.

(2)      Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:


                        -------------------------------
                        Name

                        -------------------------------
                        Address

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

(3)      Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

                        -------------------------------
                        Name

                        -------------------------------
                        Address

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

(4)      The undersigned represents as of the date hereof that, after giving
effect to the exercise of this Warrant pursuant to this Notice of Exercise, the
undersigned will remain in compliance with Section 9 of the Warrant and not
exceed the "Restricted Ownership Percentage" contained in Section 9 of the
Warrant.


Dated:                                 Print Name of Holder:
      ------------------
                                       -----------------------------------------
                                       (Sign) By:
                                                 -------------------------------
                                       Print Name:
                                       Print Title:


                                       13
<PAGE>   14

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

                               FORM OF ASSIGNMENT
                   (TO BE SIGNED ONLY ON TRANSFER OF WARRANT)


FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
__________________ the right represented by the within Warrant to purchase
______________ shares of Common Stock of U.S. PLASTIC LUMBER CORP., a Nevada
corporation, to which the within Warrant relates, and appoints as
attorney-in-fact, to transfer such right on the books of U.S. PLASTIC LUMBER
CORP., a Nevada corporation, with full power of substitution of premises.

Dated:
      ----------------------------        --------------------------------------
                                          (Signature must conform to the name
                                          of holder as specified on the face of
                                          the Warrant)


                                          --------------------------------------
                                                        (Address)

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

                                          --------------------------------------
Signed in the presence of:



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


                                       14