<PAGE>
                                                                    EXHIBIT 10.4


     THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER IT NOR ANY SHARES OF COMMON STOCK
ISSUABLE UPON ITS EXERCISE MAY BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAW OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

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

          , 2002

                            [FOUNDERS-HOLDER'S NAME]

                                NEW C.E.I. INC.

                         COMMON STOCK PURCHASE WARRANT

     New C.E.I. Inc., a Delaware corporation (the "Company"), hereby certifies
that for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, U.S. Plastic Lumber Corp., having an address of 2300
Glades Road, Suite 440W, Boca Raton, FL 33431 ("Holder") 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
          , 2012,                fully paid and nonassessable shares of Common
Stock, par value $.001, of the Company (the "Common Stock"), [the amount to
equal 4% of the sum of (i) the shares of Common Stock outstanding on           ,
2002; (ii) the shares of Common Stock issuable upon conversion of all shares of
Preferred Stock of the Company outstanding on                2002, (iii) the
shares of Common Stock issuable upon exercise of all options (other than those
granted under a stock option plan of the Company approved by the Board of
Directors of the Company ("a Plan"), warrants or subscription rights outstanding
on                2002 and (iv) the shares of Common Stock issuable pursuant to
all Plans of the Company adopted as of such date to the extent such shares
exceed 10% of the sum of shares under (i), (ii) and (iii),] each in accordance
with their terms without reference to the date or the conditions under which
they first became or become convertible or exercisable. Such purchase shall be
at a purchase price of $.01 per share of Common Stock (the "Exercise Price"), as
may be adjusted from time to time pursuant to the terms and conditions of this
Warrant.

     This Warrant may be exercised, in whole or in part, by Holder at any time
commencing immediately after delivery of this Warrant to Holder, pursuant to the
terms and conditions of the Escrow Agreement, and prior to and including 5:00
p.m. Eastern time on the tenth anniversary of the date hereof.

     This Warrant is subject to the following provisions, terms and conditions:

     1. Exercise; Payment.  The rights represented by this Warrant may be
exercised by Holder, in whole or in part, by the surrender of this Warrant at
the principal office of Company properly endorsed and accompanied by payment to
Company of the Exercise Price for that number of shares of Common Stock sought
to be purchased (the "Exercised Shares"), in the manner provided below. The
Company agrees that (a) shares purchased upon exercise of this Warrant shall be
and are deemed to be issued to Holder as the record owner of such shares as of
the close of business on the date on which this Warrant shall have been
surrendered and payment made for such shares as provided herein, and (b)
certificates for the shares of stock so purchased shall be delivered to Holder
as promptly as reasonably practicable following any exercise of this Warrant,
and unless this Warrant shall have been exercised in full, or shall have
expired, a new Warrant representing the number of shares with respect to which
this Warrant shall not yet have been exercised, shall also be delivered to
Holder.

                                       C-1
<PAGE>

     Holder may pay the Exercise Price for any Exercised shares by cash, check,
money order or wire transfer of funds to the Company in the amount of the
Exercise Price of the Exercised Shares

     2. Shares to be Fully Paid; Reservation.  Company covenants and agrees that
all shares which may be issued upon the exercise of the rights represented by
this Warrant will, upon issuance and payment therefor in accordance with Section
1 above, be fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof; and without limiting the generality
of the foregoing, Company covenants and agrees that it will from time to time
take all such action as may be required to assure that the par value per share
of the Common Stock is at all times not less than the then effective Exercise
Price per share of Common Stock issuable pursuant to this Warrant. Company
further covenants and agrees that when the rights represented by this Warrant
may be exercised, Company will at all times thereafter have authorized, and
reserved for the purpose of issue or transfer upon exercise of the rights
evidenced by this Warrant, a sufficient number of shares of its Common Stock to
provide for the exercise of the rights represented by this Warrant.

     3. Protection Against Dilution.

          (a) In the event at any time or from time to time, all holders of
     Common Stock or any security convertible into Common Stock (or any other
     shares of stock or other securities at that time receivable upon exercise
     of this Warrant) shall have received, other or additional Common Stock or
     other security convertible into Common Stock without payment therefor or
     for nominal consideration (whether through a dividend in stock or any class
     of stock of Company or any other corporation, or through stock split,
     spinoff, split-off, reclassification, combination of shares or otherwise)
     (a "Distribution"), then, and in each such case, Holder upon the exercise
     of this Warrant and payment of the Exercise Price provided above, shall be
     entitled to receive, in addition to the shares called for under this
     Warrant, the shares or other securities to which Holder would have been
     entitled in the Distribution if Holder had exercised this Warrant
     immediately prior thereto. In case of the partial exercise of this Warrant
     under such circumstances, the number of shares of stock or other securities
     which would have been receivable upon the full exercise of this Warrant,
     and the Exercise Price payable therefor computed as provided above, shall
     be proportionately reduced.

          (b) In case of any reorganization of Company, or any other corporation
     the stock or securities of which are at the time deliverable on the
     exercise of this Warrant, or in case the Company or such other corporation
     shall consolidate with or merge into another corporation, or convey all or
     substantially all of its assets to another corporation, or liquidate,
     Holder, upon the exercise hereof and upon the payment of the Exercise Price
     provided above, shall be entitled to receive, in lieu of the shares called
     for under this Warrant, the stock or other securities to which Holder would
     have been entitled upon the consummation of such reorganization,
     consolidation, merger, conveyance, or liquidation if Holder had purchased
     the shares called for hereby immediately prior thereto; and in such case,
     the provisions of this Warrant shall be applicable to the shares of stock
     or other securities thereafter deliverable upon the exercise of this
     Warrant. In the case of the partial exercise of this Warrant under such
     circumstances, the number of shares of stock or other securities which
     would have been receivable upon the full exercise of this Warrant, and the
     Exercise Price payable therefor, shall be proportionately reduced.

          (c) If at any time the Company shall issue or sell any additional
     shares of Common Stock, or other securities convertible into Common Stock,
     in exchange for consideration in an amount per additional share of Common
     Stock less than the Exercise Price at the time the additional shares of
     Common Stock, or other securities convertible into Common Stock, are
     issued, then (i) the Exercise Price as to the number of shares for which
     this Warrant is exercisable prior to such adjustment shall be reduced to a
     price determined by dividing (A) an amount equal to the sum of (x) the
     number of shares of Common Stock outstanding immediately prior to such
     issue or sale multiplied by the then existing Exercise Price, plus (y) the
     consideration, if any, received by the Company upon such issue or sale, by
     (B) the total number of shares of Common Stock outstanding immediately
     after such issue or sale; and (ii) the number of shares of Common Stock for
     which this Warrant is exercisable shall be adjusted to equal the product
     obtained by multiplying the Purchase Price in effect immediately prior to
     such issue or sale by the number of shares of Common Stock for which this
     Warrant is exercisable immediately prior to such

                                       C-2
<PAGE>

     issue or sale and dividing the product thereof by the Exercise Price
     resulting from the adjustment made pursuant to clause (i) above. For the
     purpose of this Section 3(c) outstanding shall include shares of Common
     Stock issuable upon conversion of outstanding convertible securities of the
     Company and upon exercise of outstanding options, warrants and subscription
     rights.

          (d) In the event the Company shall at any time after the date hereof
     issue options, warrants or rights to subscribe for shares of Common Stock
     (including shares held in the Company's treasury) ("Exercisable
     Securities"), or issue any securities convertible into or exchangeable for
     shares of Common Stock, ("Convertible Securities") providing for an
     exercise price or conversion or exchange rate per share less than the
     Exercise Price in effect immediately prior to the issuance of such
     Exercisable Securities or Convertible Securities, or without consideration,
     then the Exercise Price in effect immediately prior to the issuance of such
     Exercisable Securities or Convertible Securities shall each be reduced to a
     price determined by making a computation in accordance with the provisions
     of paragraph 3(c); provided that:

             (i) the aggregate maximum number of shares of Common Stock
        deliverable under such Exercisable Securities or Convertible Securities
        shall be considered to have been delivered at the time such Convertible
        Securities or Exercisable Securities were issued, and for a
        consideration equal to the minimum purchase price per share of Common
        Stock provided for in such Convertible Securities or Exercisable
        Securities plus the cash consideration, if any, received by the Company
        for such Convertible Securities or Exercisable Securities.

             (ii) the aggregate maximum number of shares of Common Stock
        deliverable upon conversion of or exchange for any such securities shall
        be considered to have been delivered at the time of issuance of such
        securities, and for a consideration equal to the consideration received
        by the Company for such securities, plus the consideration, if any, to
        be received by the Company upon the conversion or exercise thereof; and

             (iii) on the expiration of rights under the Convertible Securities
        or Exercisable Securities to convert or exercise such Convertible
        Securities or Exercisable Securities shall forthwith be readjusted to
        such Exercise Price as would have obtained had the adjustments made upon
        the issuance of such Convertible Securities or Exercisable Securities
        been made upon the basis of the delivery of only the number of shares of
        Common Stock actually delivered upon the exercise of such rights under
        the Convertible Securities or Exercisable Securities.

          (e) In the event the Company shall at any time subdivide or combine
     the outstanding shares of Common Stock, the Exercise Price and shall
     forthwith be proportionately decreased in the case of subdivision or
     increased in the case of combination. Any such adjustment shall become
     effective at the close of business on the date that such subdivision or
     combination shall become effective.

     4. No Rights as Shareholder.  Until the valid exercise of this Warrant, the
Holder hereof shall not be entitled to any voting right or other rights as a
shareholder of Company with respect to this Warrant.

     5. Transfer of Warrants.  Subject to Section 7 hereof, this Warrant and all
rights hereunder are transferable, in whole or in part, without charge to the
Holder, at the office or agency of Company referred to in Section 1 by the
Holder in person or by duly authorized attorney, upon surrender of this Warrant
properly endorsed. Each taker and holder of this Warrant, by taking or holding
the same, consents and agrees that this Warrant, when endorsed in blank, shall
be deemed negotiable, and that the holder hereof, when this Warrant shall have
been so endorsed, may be treated by Company and all other persons dealing with
this Warrant as the absolute owner hereof for any purpose and as the person
entitled to exercise the rights represented by this Warrant, or to the transfer
hereof on the books of Company, any notice to the contrary notwithstanding; but
until such transfer on such books, Company may treat the registered holder
hereof as the owner for all purposes.

     6. Fractional Interests.  Company shall not be required to issue fractional
shares of Common Stock upon the exercise of this Warrant. If any fraction of a
share of Common Stock would, except for the provisions of this Section 6, be
issuable upon the exercise of this Warrant (or specified portion thereof),
Company shall
                                       C-3
<PAGE>

pay an amount in cash equal to the Fair Market Value (as defined below) of such
fraction of a Common Share on the business day prior to the date of such
exercise. As used in this Agreement, the "Fair Market Value" of the Common Stock
shall be the closing price of the Common Stock on the date of determination on
the principal stock market or quotation system on which the Common Stock is then
traded; provided, however, if the Common Stock is not, as of the date of
determination of the Fair Market Value, traded on a recognized public trading
market or quoted on a recognized quotation system, then the Fair Market Value
shall be determined by Company on the basis of such valuation as it considers
appropriate.

     7. Compliance With Securities Laws.  By acquiring this Warrant from Company
on the date hereof, the Holder hereby agrees, acknowledges, covenants,
represents and warrants as follows:

          (a) This Warrant and the shares of Common Stock issuable upon exercise
     hereof have not been registered under the Securities Act of 1933, as
     amended (the "Securities Act"), or qualified or registered under any state
     securities laws which may be applicable. Holder understands that this
     Warrant has been issued and such shares of Common Stock may only be issued
     and sold hereunder in transactions exempt from the registration or
     qualification requirements of the Securities Act and applicable state
     securities laws and Holder acknowledges that reliance on and the
     availability of said exemptions is predicated in part on the accuracy of
     Holder's representations and warranties herein.

          (b) Holder represents and warrants that it is acquiring this Warrant
     for its own account, for purposes of investment, and not with a view to, or
     for sale in connection with, any distribution thereof within the meaning of
     the Securities Act and the rules and regulations promulgated thereunder.
     Holder represents, warrants and agrees that it will not sell, exercise,
     transfer or otherwise dispose of this Warrant (or any interest therein) or
     any of the Common Stock purchasable upon exercise hereof, except pursuant
     to (i) an effective registration statement under the Securities Act and
     applicable state securities laws or (ii) an opinion of counsel,
     satisfactory to Company, that an exemption from registration under the
     Securities Act and such laws is available. Holder further acknowledges and
     agrees that Company is not required, legally or contractually, so to
     register or qualify the Warrant or such Common Stock or to take any action
     to make such an exemption available, except as otherwise specifically set
     forth in Section 8 below. Holder understands that Company will be relying
     upon the truth and accuracy of the representations and warranties contained
     in this Section 7 in issuing this Warrant and such Common Stock without
     first registering the issuance thereof under the Securities Act or
     qualifying or registering the issuance thereof under any state securities
     laws that may be applicable.

          (c) Holder acknowledges that (i) there is not now, and there will not
     be in the future, any public market for the Warrant, and there is not now a
     public trading market for the Common Stock, and there can be no assurance
     that there will be such market, and (iii) there can be no assurance that
     Holder will be able to liquidate its investment in Company. Holder
     represents and warrants that it is familiar with and understands the terms
     and conditions of Rule 144 promulgated under the Securities Act.

          (d) Holder represents and warrants to Company that (i) it has such
     knowledge and experience in financial and business matters as is necessary
     to enable it to evaluate the merits and risks of any investments in Company
     and is not utilizing any other person to be a Holder representative in
     connection with evaluation of such merits and risks; and (ii) it has no
     need for liquidity in an investment in Company and is able to bear the risk
     of that investment for an indefinite period and to afford a complete loss
     thereof.

          (e) Holder represents and warrants that it has had access to, and has
     been furnished with, all of the information it has requested from Company
     and has had an opportunity to review the books and records of Company and
     to discuss with management and members of the board of directors of Company
     the business and financial affairs of Company.

          (f) Holder agrees that at the time of each exercise of this Warrant,
     unless the issuance of shares of Common Stock issuable thereupon is
     pursuant to an effective registration statement under the Securities Act,
     Holder will provide Company with a letter embodying the representations and
     warranties set forth in subsections (b) through (e), in form and substance
     satisfactory to Company, and agrees that the

                                       C-4
<PAGE>

     certificate(s) representing any shares issued to it upon any exercise of
     this Warrant may bear such restrictive legend as Company may deem necessary
     to reflect the restricted status of such shares under the Securities Act
     unless Company shall have received from Holder an opinion of counsel to
     Holder, reasonably satisfactory in form and substance to Company, that such
     restrictive legend is not required. If such legend is placed on such
     certificate(s), before consenting to the removal of such legend and the
     transfer of such shares, unless the request to remove such legend is made
     in connection with a sale or transfer of the shares represented by such
     certificate in a transaction registered under Section 5 of the Securities
     Act, Company may insist upon the delivery to it of an opinion from counsel
     to Holder, reasonably satisfactory in form and substance to Company, that
     the contemplated transfer does not constitute a violation of the Securities
     Act.

     8. Covenant to Register.

          8.1 For purposes of this Section 8, the following definitions shall
     apply:

          The terms "register", "registered", and "registration" refer to a
     registration under the Securities Act effected by preparing and filing a
     registration statement or similar documents in compliance with the
     Securities Act or an amendment thereto, and the declaration or ordering of
     effectiveness of such registration statement, document or amendment
     thereto.

          The term "Registrable Securities" means the shares of Common Stock
     issued to the Holder pursuant to the exercise of the warrant, or as, a
     dividend with respect to, or in exchange for or in replacement of, such
     shares.

          8.2 If the Company proposes to register (including for this purpose a
     registration effected by the Company for shareholders other than the
     Holder) any of its stock or other securities under the Securities Act in
     connection with a public offering, (other than its initial public offering
     of its stock or securities and other than a registration on Form S-4, Form
     S-8 or other limited purpose form), the Company shall, at such time,
     promptly give the Holder written notice of such registration. Upon the
     written request of Holder given within 10 days after receipt of such notice
     by such Holder, the Company shall cause to be registered under the
     Securities Act all of the Registrable Securities that Holder has requested
     to be registered. However, the Company shall have no obligation under this
     Section 8.2, to the extent that with respect to a registration related to a
     public offering of securities for the account of the Company, any
     underwriter of such public offering reasonably requests in writing that the
     Registrable Securities or a portion thereof be excluded therefrom provided
     however that in the event that any exclusion of the Registrable Securities
     from a registration statement which also relates to securities of the
     Company for the account or accounts of other security holders, shall be
     effected on a pro rata basis among the Holder and the other such security
     holders based on the number of shares to be registered.

          8.3 Whenever required under Section 8.2 to effect the registration of
     any Registrable Securities, the Company shall, as expeditiously as
     reasonably possible:

             (i) Include in such registration statement such Registrable
        Securities for purposes of registering them under the Securities Act,
        file with the Securities and Exchange Commission (the "SEC") the
        registration statement, use its best efforts to cause such registration
        statement to become effective and, to keep such registration statement
        effective for so long as Holder desires to dispose of the securities
        covered by such registration statement but not longer than nine months
        from the effective date or, if earlier, at such time as Holder could
        sell all of such Registrable Securities under Rule 144(k) without
        limitation or delay. The registration statement (and each amendment or
        supplement thereto, and each request for acceleration of effectiveness
        thereof) shall be provided to (and subject to the approval of) the
        holders of the Registrable Securities and their counsel at least 5 days
        prior to its filing or other submission, which approval shall be
        promptly provided and shall not be unreasonably withheld.

             (ii) Prepare and file with the SEC such amendments and supplements
        to such registration statements and the prospectus used in connection
        with such registration statement as may be

                                       C-5
<PAGE>

        necessary to comply with the provisions of the Securities Act with
        respect to the disposition of all securities covered by such
        registration statement.

             (iii) Furnish to the Holder such numbers of copies of a prospectus,
        including a preliminary prospectus, in conformity with the requirements
        of the Securities Act, and such other documents as the Holder may
        reasonably request in order to facilitate the disposition of Registrable
        Securities owned by the Holder.

             (iv) Use its best efforts to register and qualify the securities
        covered by such registration statement under such other securities or
        Blue Sky laws of such jurisdictions in which the Registrable Securities
        to be offered therein have a market value of at least $100,000 as shall
        be reasonably requested by Holder, provided that the Company shall not
        be required in connection therewith or as a condition thereto to qualify
        to do business or to file a general consent to service of process in any
        such states or jurisdictions.

             (v) Notify Holder of the happening of any event as a result of
        which the prospectus included in such registration statement, as then in
        effect, includes an untrue statement of material fact or omits to state
        a material fact required to be stated therein or necessary to make the
        statements therein not misleading in light of the circumstances then
        existing. In such an event, the Company shall promptly file with the SEC
        all appropriate amendments and supplements to such prospectus.

             (vi) Furnish to Holder such copies of the Prospectus included in
        the Registration Statement and any amendments and supplements as Holder
        shall reasonably request.

          8.4 Holder will furnish to the Company in connection with any
     registration under this Section 8 such information regarding itself, the
     Registrable Securities and other securities of the Company held by it, and
     the intended method of disposition of such securities as shall be required
     to effect the registration of the Registrable Securities held by Holder.

          8.5 (i) The Company shall indemnify, defend and hold harmless each
     holder of Registrable Securities which are included in a registration
     statement pursuant to the provisions of this Section 8, any underwriter (as
     defined in the Securities Act) for such holder, and the directors,
     officers, members and controlling persons of such holder or underwriter
     from and against, and shall reimburse all of them with respect to, any and
     all claims, suits, demands, causes of action, losses, damages, liabilities,
     costs or expenses ("Liabilities") to which any of them may become subject
     under the Securities Act or otherwise, arising from or relating to (A) any
     materially untrue statement or alleged materially untrue statement of any
     material fact contained in such registration statement, any prospectus
     contained therein or any amendment or supplement thereto, or (B) the
     omission or alleged omission to state therein a material fact required to
     be stated therein or necessary to make the statements herein, in light of
     the circumstances in which they were made, not misleading; provided,
     however, that the Company shall not be liable in any such case to the
     extent that any such Liability arises out of or is based upon an untrue
     statement or alleged untrue statement or omission or alleged omission so
     made in conformity with information furnished by such person in writing
     specifically for use in the preparation thereof.

             (ii) Each holder of Registrable Securities included in a
        registration pursuant to the provision of this Section 8 shall
        indemnify, defend and hold harmless the Company, its directors and
        officers, and shall reimburse the Company its directors and officers
        with respect to, any and all Liabilities to which any of them may become
        subject under the Securities Act or otherwise, arising from or relating
        to (A) any untrue statement or alleged untrue statement of any material
        fact contained in such registration statement, any prospectus contained
        therein or any amendment or supplement thereto, or (B) the omission or
        alleged omission to state therein a material fact required to be stated
        therein or necessary to make the statements therein, in light of the
        circumstances in which they were made, not misleading, in each case to
        the extent, but only to the extent, that such untrue statement or
        alleged untrue statement or omission or alleged omission was so made in
        reliance upon and in strict conformity with written information
        furnished by or on behalf of such holder specifically for use in the
        preparation thereof.

                                       C-6
<PAGE>

             (iii) Promptly after receipt by an indemnified party pursuant to
        the provisions of Sections 8.5(i) or 8.5(ii) of notice of the
        commencement of any action involving the subject matter of the foregoing
        indemnity provisions, such indemnified party shall, if a claim thereof
        is to be made against the indemnifying party pursuant to the provisions
        of Sections 8.5(i) or 8.5(ii), promptly notify the indemnifying party of
        the commencement thereof; provided, however, that the failure to so
        notify the indemnifying party shall not relieve it from its
        indemnification obligations hereunder except to the extent that the
        indemnifying party is materially prejudiced by such failure. If such
        action is brought against any indemnified party and it notifies the
        indemnifying party of the commencement thereof, the indemnifying party
        shall have the right to participate in, and, to the extent that it may
        wish, jointly with any other indemnifying party similarly notified, to
        assume the defense thereof, with counsel satisfactory to such
        indemnified party; provided, however, if the defendants in any action
        include both the indemnified party and the indemnifying party and the
        indemnified party shall have reasonably concluded that there may be
        legal defenses different from or in addition to those available to the
        indemnifying party, or if there is conflict of interest which would
        prevent counsel for the indemnifying party from also representing the
        indemnified party, the indemnified party shall have the right to select
        separate counsel to participate in the defense of such action on behalf
        of such indemnified party. After notice from the indemnifying party to
        such indemnified party of its election so to assume the defense thereof,
        the indemnifying party shall not be liable to such indemnified party
        pursuant to Sections 8.5(i) or 8.5(ii) for any expense of counsel
        subsequently incurred by such indemnified party in connection with the
        defense thereof other than reasonable costs of investigation, unless (A)
        the indemnified party shall have employed counsel in accordance with the
        provisions of the preceding sentence, or (B) the indemnifying party
        shall not have employed counsel satisfactory to the indemnified party to
        represent the indemnified party within a reasonable time after the
        notice of the commencement of the action. An indemnifying party shall
        not be responsible for amounts paid in settlement without its consent,
        provided that its consent may not be unreasonably withheld or delayed.
        No indemnifying party shall, without the written consent of the
        indemnified party, effect the settlement or compromise of, or consent to
        the entry of any judgment with respect to, any pending or threatened
        action or claim in respect of which indemnification or contribution may
        be sought hereunder (whether or not the indemnified party is an actual
        or potential party to such action or claim) unless such settlement,
        compromise or judgment (i) includes an unconditional release of the
        indemnified party from all liability arising out of such action or claim
        and (ii) does not include a statement as to or an admission of fault,
        culpability or a failure to act, by or on behalf of any indemnified
        party.

          8.6 With respect to including of Registrable Securities in a
     registration statement pursuant to this Section 8, the Company shall bear
     all registration, filing and NASD fees, printing expenses, fees and
     disbursements of counsel and accountants for the Company, and all legal
     fees and disbursements and other expenses of the Company complying with
     state securities or Blue Sky laws of any jurisdiction or jurisdictions in
     which securities to be offered are to be registered and qualified Security
     holders participating in such registration shall bear their pro rata share
     of the underwriting discounts and commissions, if any.

          8.7 The rights to have all or any portion of Registrable Securities
     registered pursuant to this Section 8 may be assigned by the Holder to a
     transferee or assignee of the Registrable Securities. Within a reasonable
     time after such transfer the Holder shall notify the Company of the name
     and address of such transferee or assignee and the securities with respect
     to which such registration rights are being assigned. Such assignment shall
     be effective only if immediately following such transfer the further
     disposition of such securities by the transferee or assignee is restricted
     under the Securities Act. Any transferee asserting registration rights
     hereunder shall be bound by the provision of this Section 8.

          8.8 In connection with any primary offering involving an underwriting
     of shares of the Company's common stock, the Company shall not be required
     under this Section 8 to include any Holder's securities in such
     underwriting unless Holder accepts the terms of the underwriting as agreed
     upon between the

                                       C-7
<PAGE>

     Company and the underwriters selected by it, and then only in such quantity
     as the underwriters determine in their sole discretion will not jeopardize
     the success of the offering by the Company.

          8.9 The Company may suspend the effectiveness of a registration
     statement required by this Section 8 for a period of not more than 30 days
     if the Company is engaged in confidential negotiations or other
     confidential business activities the disclosure of which (in the reasonable
     opinion of outside counsel to the Company) would be required in such
     registration statement and would not be required if such registration
     statement were not filed and effective, and the Board of Directors of the
     Company determines in good faith that such disclosure would be materially
     detrimental to the Company and its stockholders, provided, however, that
     the Company shall not utilize this right more than twice in any
     twelve-month period and not sooner than 30 days after the prior use of such
     right.

     9. Notice.  Company covenants and agrees to give notice in writing to
Holder at least 10 days prior to (or, if later, then as soon as reasonably
practicable prior to) any action contemplated which would affect the per share
Exercise Price, or number of shares purchasable upon exercise of this Warrant;
provided, however, any failure of Company to provide such notice shall not
affect the validity of any action by Company. Any notice, request or other
communication provided for under this Warrant shall be given in writing,
delivered by hand, by overnight United States Mail, return receipt requested,
postage prepaid, or through a reputable courier service (such as Federal
Express) and shall be addressed to Company or to the Holder at the address shown
below, unless notice of a change in address is furnished in accordance with this
paragraph:

        If to the Company:

        New C.E.I. Inc.
        c/o Founders Management Services Inc.
        711 Fifth Avenue
        New York, NY 10022
        Attn: Warren H. Haber, Chairman

        If to Holder:

        U.S. Plastic Lumber Corp.
        2300 Glades Road, Suite 440W
        Boca Raton, FL 33431
        Attn: Bruce C. Rosetto, Vice President and General Counsel

     10. Descriptive Headings and Governing Law.  The descriptive headings of
the several paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant. This Warrant is being delivered and is
intended to be performed in the State of Delaware and shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of such state.

     IN WITNESS WHEREOF,                has caused this Warrant to be signed by
its duly authorized officers under its corporate seal, this   day of
               , 2002.

                                          By:
                                            ------------------------------------
                                            Warren H. Haber, Chairman

                                       C-8