<PAGE>
 
                                                                   EXHIBIT 10.38


      VOID AFTER 5:00 P.M., NEW YORK
      CITY TIME, ON NOVEMBER 10, 2005
      (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF)

      THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
      REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
      UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS
      MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THOSE LAWS.


Date:  November 10, 1998                        Right to Purchase 30,825
                                                Shares of Class A Common Stock

                        ADVANCED ENVIRONMENTAL RECYCLING
                               TECHNOLOGIES, INC.
                         SERIES Y STOCK PURCHASE WARRANT

      THIS CERTIFIES THAT, for value received, Samuel L. Milbank or its or his
registered assigns is entitled to purchase from Advanced Environmental Recycling
Technologies, Inc., a Delaware corporation (the "Company"), at any time or from
time to time during the period specified in Section 2 hereof, thirty thousand
eight hundred twenty-five (30,825) fully paid and nonassessable shares of the
Company's Class A Common Stock, par value $.01 per share ("Common Stock"), at an
exercise price per share equal to $2.50 (the "Exercise Price"). The number of
shares of Common Stock purchasable hereunder (the "Warrant Shares") and the
Exercise Price are subject to adjustment as provided in Section 4 hereof. The
term "Warrants" means this Warrant and the other Series Y Warrants of the
Company issued pursuant to that certain Securities Purchase Agreement, dated as
of September 30, 1998, by and among the Company and the other signatories
thereto (the "Securities Purchase Agreement").

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

      1.    Manner  of  Exercise;  Issuance  of  Certificates;  Payment  for  
            ----------------------------------------------------------------
Shares. Subject to the provisions hereof, including,  without limitation,  the
------
limitations contained in Section 7 hereof, this
<PAGE>
 
      VOID AFTER 5:00 P.M., NEW YORK
      CITY TIME, ON NOVEMBER 10, 2005
      (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF)

      THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
      REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
      UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS
      MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THOSE LAWS.


Date:  November 10, 1998                        Right to Purchase 30,814
                                                Shares of Class A Common Stock

                        ADVANCED ENVIRONMENTAL RECYCLING
                               TECHNOLOGIES, INC.
                         SERIES Y STOCK PURCHASE WARRANT

      THIS CERTIFIES THAT, for value received, The Zanett Securities Corporation
or its or his registered assigns is entitled to purchase from Advanced
Environmental Recycling Technologies, Inc., a Delaware corporation (the
"Company"), at any time or from time to time during the period specified in
Section 2 hereof, thirty thousand eight hundred fourteen (30,814) fully paid and
nonassessable shares of the Company's Class A Common Stock, par value $.01 per
share ("Common Stock"), at an exercise price per share equal to $2.50 (the
"Exercise Price"). The number of shares of Common Stock purchasable hereunder
(the "Warrant Shares") and the Exercise Price are subject to adjustment as
provided in Section 4 hereof. The term "Warrants" means this Warrant and the
other Series Y Warrants of the Company issued pursuant to that certain
Securities Purchase Agreement, dated as of September 30, 1998, by and among the
Company and the other signatories thereto (the "Securities Purchase Agreement").

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

      1.    Manner  of  Exercise;  Issuance  of  Certificates;  Payment  for  
            ----------------------------------------------------------------
Shares. Subject to the provisions hereof, including,  without limitation,  the
------
limitations contained in Section 7 hereof, this
<PAGE>
 
      VOID AFTER 5:00 P.M., NEW YORK
      CITY TIME, ON NOVEMBER 10, 2005
      (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF)

      THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
      REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
      UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS
      MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THOSE LAWS.


Date:  November 10, 1998                        Right to Purchase 46,200
                                                Shares of Class A Common Stock

                        ADVANCED ENVIRONMENTAL RECYCLING
                               TECHNOLOGIES, INC.
                         SERIES Y STOCK PURCHASE WARRANT

      THIS CERTIFIES THAT, for value received, Claudio Guazzoni or its or his
registered assigns is entitled to purchase from Advanced Environmental Recycling
Technologies, Inc., a Delaware corporation (the "Company"), at any time or from
time to time during the period specified in Section 2 hereof, forty six thousand
two hundred (46,200) fully paid and nonassessable shares of the Company's Class
A Common Stock, par value $.01 per share ("Common Stock"), at an exercise price
per share equal to $2.50 (the "Exercise Price"). The number of shares of Common
Stock purchasable hereunder (the "Warrant Shares") and the Exercise Price are
subject to adjustment as provided in Section 4 hereof. The term "Warrants" means
this Warrant and the other Series Y Warrants of the Company issued pursuant to
that certain Securities Purchase Agreement, dated as of September 30, 1998, by
and among the Company and the other signatories thereto (the "Securities
Purchase Agreement").

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

      1.    Manner  of  Exercise;  Issuance  of  Certificates;  Payment  for  
            ----------------------------------------------------------------
Shares. Subject to the provisions hereof, including,  without limitation,  the
------
limitations contained in Section 7 hereof, this
<PAGE>
 
      VOID AFTER 5:00 P.M., NEW YORK
      CITY TIME, ON NOVEMBER 10, 2005
      (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF)

      THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
      REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
      UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS
      MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF THOSE LAWS.


Date:  November 10, 1998                        Right to Purchase 46,200
                                                Shares of Class A Common Stock

                        ADVANCED ENVIRONMENTAL RECYCLING
                               TECHNOLOGIES, INC.
                         SERIES Y STOCK PURCHASE WARRANT

      THIS CERTIFIES THAT, for value received, David McCarthy or its or his
registered assigns is entitled to purchase from Advanced Environmental Recycling
Technologies, Inc., a Delaware corporation (the "Company"), at any time or from
time to time during the period specified in Section 2 hereof, forty six thousand
two hundred (46,200) fully paid and nonassessable shares of the Company's Class
A Common Stock, par value $.01 per share ("Common Stock"), at an exercise price
per share equal to $2.50 (the "Exercise Price"). The number of shares of Common
Stock purchasable hereunder (the "Warrant Shares") and the Exercise Price are
subject to adjustment as provided in Section 4 hereof. The term "Warrants" means
this Warrant and the other Series Y Warrants of the Company issued pursuant to
that certain Securities Purchase Agreement, dated as of September 30, 1998, by
and among the Company and the other signatories thereto (the "Securities
Purchase Agreement").

      This Warrant is subject to the following terms, provisions and conditions:
<PAGE>
 
      1. Manner of Exercise; Issuance of Certificates; Payment for Shares.
         ----------------------------------------------------------------
Subject to the provisions hereof, including, without limitation, the limitations
contained in Section 7 hereof, this Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon delivery
to the Company of a written notice of a Cashless Exercise for the Warrant Shares
specified in the Exercise Agreement. The Warrant Shares so purchased shall be
deemed to be issued to the holder hereof or such holder's designee, as the
record owner of such shares, as of the close of business on the date on which
this Warrant shall have been surrendered, the completed Exercise Agreement shall
have been delivered, and payment shall have been made for such shares as set
forth above. Certificates for the Warrant Shares so purchased, representing the
aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the holder hereof within a reasonable time, not exceeding two (2)
business days, after this Warrant shall have been so exercised (the "Delivery
Period"). The certificates so delivered shall be in such denominations as may be
requested by the holder hereof and shall be registered in the name of such
holder or such other name as shall be designated by such holder. If this Warrant
shall have been exercised only in part, then, unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of such certificates,
deliver to the holder a new Warrant representing the number of shares with
respect to which this Warrant shall not then have been exercised.

      If, at any time, a holder of this Warrant submits this Warrant, an
Exercise Agreement and payment to the Company of the Exercise Price for each of
the Warrant Shares specified in the Exercise Agreement pursuant to a Cashless
Exercise, and the Company fails for any reason to deliver, on or prior to the
fourth business day following the expiration of the Delivery Period for such
exercise, the number of shares of Common Stock to which the holder is entitled
upon such exercise (an "Exercise Default"), then the Company shall pay to the
holder payments ("Exercise Default Payments") for an Exercise Default in the
amount of (a) (N/365), multiplied by (b) the difference between the Market Price
(as defined in Section 4(l)(ii) hereof) on the date the Exercise Agreement
giving rise to the Exercise Default is transmitted in accordance with Section 1
(the "Exercise Default Date") less the Exercise Price, multiplied by (c) the
number of shares of Common Stock the Company failed to so deliver in such
Exercise Default, multiplied by (d) .24, where N = the number of days from the
Exercise Default Date to the date that the Company effects the full exercise of
this Warrant which gave rise to the Exercise Default. The accrued Exercise
Default Payment for each calendar month shall be paid in cash or shall be
convertible into Common Stock at the Exercise Price, at the holder's option, as
follows:

            (a) In the event holder elects to take such payment in cash, cash
payment shall be made to holder by the fifth (5th) day of the month following
the month in which it has accrued; and

            (b) In the event holder elects to take such payment in Common Stock,
the holder may convert such payment amount into Common Stock at the Exercise
Price (as in effect at the time of conversion) at any time after the fifth (5th)
day of the month following the month in which it has accrued.

                                       2
<PAGE>
 
      Nothing herein shall limit the holder's right to pursue actual damages for
the Company's failure to maintain a sufficient number of authorized shares of
Common Stock as required pursuant to the terms of Section 3(b) hereof, or to
otherwise issue shares of Common Stock upon exercise of this Warrant in
accordance with the terms hereof, and the holder shall have the right to pursue
all remedies available at law or in equity (including a decree of specific
performance and/or injunctive relief).

      2. Period of Exercise. This Warrant is exercisable at any time or from
         ------------------
time to time on or after the two (2) year anniversary of the initial issuance of
this Warrant (the "Issue Date") and before 5:00 p.m., New York City time, on the
seventh (7th) anniversary of the Issue Date (the "Exercise Period"). The
Exercise Period shall automatically be extended by one (1) day for each day on
which the Company does not have a number of shares of Common Stock reserved for
issuance upon exercise hereof at least equal to the number of shares of Common
Stock issuable upon exercise hereof.

      3. Certain Agreements of the Company. The Company hereby covenants and
         ---------------------------------
agrees as follows:

            (a) Shares to be Fully Paid. All Warrant Shares will, upon issuance
                -----------------------
in accordance with the terms of this Warrant, be validly issued, fully paid, and
nonassessable and free from all taxes, liens, claims and encumbrances.

            (b) Reservation of Shares. During the Exercise Period, the Company
                ---------------------
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

            (c) Listing. The Company shall promptly secure the listing of the
                -------
shares of Common Stock issuable upon exercise of this Warrant upon each national
securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed or become listed (subject to official notice of
issuance upon exercise of this Warrant) and shall maintain, so long as any other
shares of Common Stock shall be so listed, such listing of all shares of Common
Stock from time to time issuable upon the exercise of this Warrant; and the
Company shall so list on each national securities exchange or automated
quotation system, as the case may be, and shall maintain such listing of, any
other shares of capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be listed on such
national securities exchange or automated quotation system.

            (d) Certain Actions Prohibited. The Company will not, by amendment
                --------------------------
of its charter 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 to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant. Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common Stock receivable upon
the exercise of this Warrant above the Exercise Price then in effect, and (ii)
will take all such actions as may be necessary or appropriate in order that the
Company

                                       3
<PAGE>
 
may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.

            (e) Successors and Assigns. This Warrant will be binding upon any
                ----------------------
entity succeeding to the Company by merger or consolidation.

            (f) Blue Sky Laws. The Company shall, on or before the date of
                -------------
issuance of any Warrant Shares, take such actions as the Company shall
reasonably determine are necessary to qualify the Warrant Shares for, or obtain
exemption for the Warrant Shares for, sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States, and shall provide evidence of any such action so taken to
the holder of this Warrant prior to such date; provided, however, that the
Company shall not be required to qualify as a foreign corporation or file a
general consent to service of process in any such jurisdiction.

      4. Antidilution Provisions. During the Exercise Period, the Exercise Price
         -----------------------
and the number of Warrant Shares shall be subject to adjustment from time to
time as provided in this Section 4.

      In the event that any adjustment of the Exercise Price as required herein
results in a fraction of a cent, such Exercise Price shall be rounded up or down
to the nearest cent.

            (a) Adjustment of Exercise Price and Number of Shares upon Issuance
                ---------------------------------------------------------------
of Common Stock. Except as otherwise provided in Sections 4(c) and 4(e)
---------------
hereof, if and whenever after the Issue Date, the Company issues or sells, or in
accordance with Section 4(b) hereof is deemed to have issued or sold, any shares
of Common Stock for no consideration or for a consideration per share less than
the Market Price on the date of issuance (a "Dilutive Issuance"), then effective
immediately upon the Dilutive Issuance, the Exercise Price will be adjusted in
accordance with the following formula:

            E' =  E  x     O + P/M        
                        -------------
                            CSDO

            where:

            E'    =     the adjusted Exercise Price;
            E     =     the then current Exercise Price;
            M     =     the then  current  Market Price (as defined in Section
                        4(l)(ii));
            O     =     the  number  of shares  of  Common  Stock  outstanding
                        immediately prior to the Dilutive Issuance;
            P     =     the aggregate consideration, calculated as set forth
                        in Section 4(b) hereof, received by the Company upon
                        such Dilutive Issuance; and
            CSDO  =     the total number of shares of Common Stock Deemed
                        Outstanding (as defined in Section 4(l)(i)) immediately
                        after the Dilutive Issuance.

            (b) Effect on Exercise Price of Certain Events. For purposes of
                ------------------------------------------
determining the adjusted Exercise Price under Section 4(a) hereof, the following
will be applicable:

                                       4
<PAGE>
 
                  (i) Issuance of Rights or Options. If the Company in any
                      -----------------------------
manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities exercisable, convertible into or exchangeable for Common Stock
("Convertible Securities") (such warrants, rights and options to purchase Common
Stock or Convertible Securities are hereinafter referred to as "Options") and
the price per share for which Common Stock is issuable upon the exercise of such
Options is less than the Market Price on the date of issuance of such Options
("Below Market Options"), then the maximum total number of shares of Common
Stock issuable upon the exercise of all such Below Market Options (assuming full
exercise, conversion or exchange of Convertible Securities, if applicable) will,
as of the date of the issuance or grant of such Below Market Options, be deemed
to be outstanding and to have been issued and sold by the Company for such price
per share. For purposes of the preceding sentence, the "price per share for
which Common Stock is issuable upon the exercise of such Below Market Options"
is determined by dividing (i) the total amount, if any, received or receivable
by the Company as consideration for the issuance or granting of all such Below
Market Options, plus the minimum aggregate amount of additional consideration,
if any, payable to the Company upon the exercise of all such Below Market
Options, plus, in the case of Convertible Securities issuable upon the exercise
of such Below Market Options, the minimum aggregate amount of additional
consideration payable upon the exercise, conversion or exchange thereof at the
time such Convertible Securities first become exercisable, convertible or
exchangeable, by (ii) the maximum total number of shares of Common Stock
issuable upon the exercise of all such Below Market Options (assuming full
conversion of Convertible Securities, if applicable). No further adjustment to
the Exercise Price will be made upon the actual issuance of such Common Stock
upon the exercise of such Below Market Options or upon the exercise, conversion
or exchange of Convertible Securities issuable upon exercise of such Below
Market Options.

                  (ii) Issuance of Convertible Securities.
                       ----------------------------------

                        (A) If the Company in any manner issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options) and the price per share for
which Common Stock is issuable upon such exercise, conversion or exchange (as
determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the
Market Price on the date of issuance of such convertible Securities, then the
maximum total number of shares of Common Stock issuable upon the exercise,
conversion or exchange of all such Convertible Securities will, as of the date
of the issuance of such Convertible Securities, be deemed to be outstanding and
to have been issued and sold by the Company for such price per share. For the
purposes of the preceding sentence, the "price per share for which Common Stock
is issuable upon such exercise, conversion or exchange" is determined by
dividing (i) the total amount, if any, received or receivable by the Company as
consideration for the issuance or sale of all such Convertible Securities, plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the exercise, conversion or exchange thereof at the time such
Convertible Securities first become exercisable, convertible or exchangeable, by
(ii) the maximum total number of shares of Common Stock issuable upon the
exercise, conversion or exchange of all such Convertible Securities. No further
adjustment to the Exercise Price will be made upon the actual issuance of such
Common Stock upon exercise, conversion or exchange of such Convertible
Securities.

                                       5
<PAGE>
 
                        (B) If the Company in any manner issues or sells any
Convertible Securities with a fluctuating conversion or exercise price or
exchange ratio (a "Variable Rate Convertible Security"), then the "price per
share for which Common Stock is issuable upon such exercise, conversion or
exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A)
shall be deemed to be the lowest price per share which would be applicable
(assuming all holding period and other conditions to any discounts contained in
such Convertible Security have been satisfied) if the Market Price on the date
of issuance of such Convertible Security was 75% of the Market Price on such
date (the "Assumed Variable Market Price"). Further, if the Market Price at any
time or times thereafter is less than or equal to the Assumed Variable Market
Price last used for making any adjustment under this Section 4 with respect to
any Variable Rate Convertible Security, the Exercise Price in effect at such
time shall be readjusted to equal the Exercise Price which would have resulted
if the Assumed Variable Market Price at the time of issuance of the Variable
Rate Convertible Security had been 75% of the Market Price existing at the time
of the adjustment required by this sentence.

                  (iii) Change in Option Price or Conversion Rate. If there is a
                        -----------------------------------------
change at any time in (i) the amount of additional consideration payable to the
Company upon the exercise of any Options; (ii) the amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange of any Convertible Securities; or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock (in
each such case, other than under or by reason of provisions designed to protect
against dilution), the Exercise Price in effect at the time of such change will
be readjusted to the Exercise Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                  (iv) Treatment of Expired Options and Unexercised Convertible
                       --------------------------------------------------------
Securities. If, in any case, the total number of shares of Common Stock 
----------
issuable upon exercise of any Option or upon exercise, conversion or exchange of
any Convertible Securities is not, in fact, issued and the rights to exercise
such Option or to exercise, convert or exchange such Convertible Securities
shall have expired or terminated, the Exercise Price then in effect will be
readjusted to the Exercise Price which would have been in effect at the time of
such expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination (other
than in respect of the actual number of shares of Common Stock issued upon
exercise or conversion thereof), never been issued.

                  (v) Calculation of Consideration Received. If any Common
                      -------------------------------------
Stock, Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Warrant will be the
amount received by the Company therefor, before deduction of reasonable
commissions, underwriting discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale.
In case any Common Stock, Options or Convertible Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount of
the consideration other than cash received by the Company will be the fair
market value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
will be the Market Price thereof as of the date of receipt. In case any Common
Stock, Options or Convertible Securities are issued in connection with any
merger or consolidation in which the Company is the surviving corporation, the
amount of

                                       6
<PAGE>
 
consideration therefor will be deemed to be the fair market value of such
portion of the net assets and business of the non-surviving corporation as is
attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair market value of any consideration other than cash or
securities will be determined in good faith by an investment banker or other
appropriate expert of national reputation selected by the Company and reasonably
acceptable to the holder hereof, with the costs of such appraisal to be borne by
the Company; provided, however, that if the Company and the holder reasonably
agree that the fair market value of such consideration is less than $100,000,
the fair market value will be determined in good faith by the Board of Directors
of the Company.

                  (vi) Exceptions to Adjustment of Exercise Price. No adjustment
                       ------------------------------------------
to the Exercise Price will be made (i) upon the exercise of any warrants,
options or convertible securities issued and outstanding on the Issue Date in
accordance with the terms of such securities as of such date; (ii) upon the
grant or exercise of any stock or options which may hereafter be granted or
exercised under any employee benefit plan of the Company now existing or to be
implemented in the future, so long as the issuance of such stock or options is
approved by a majority of the non-employee members of the Board of Directors of
the Company or a majority of the members of a committee of non-employee
directors established for such purpose; (iii) upon the issuance of any Preferred
Shares (as such term is defined in the Securities Purchase Agreement) or
Warrants issued or issuable in accordance with the terms of the Securities
Purchase Agreement; or (iv) upon conversion of the Preferred Shares or exercise
of the Warrants.

            (c) Subdivision or Combination of Common Stock. If the Company, at
                ------------------------------------------
any time after the Issue Date subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) its shares of
Common Stock into a greater number of shares, then, after the date of record for
effecting such subdivision, the Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced. If the Company, at any time
after the Issue Date, combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
smaller number of shares, then, after the date of record for effecting such
combination, the Exercise Price in effect immediately prior to such combination
will be proportionately increased.

            (d) Adjustment in Number of Shares. Upon each adjustment of the
                ------------------------------
Exercise Price pursuant to the provisions of this Section 4, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect immediately prior
to such adjustment by the number of shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

            (e) Consolidation or Merger. In case of any consolidation of the
                -----------------------
Company with, or merger of the Company into any other corporation, as a
condition of such consolidation or merger, adequate provision will be made
whereby the holder of this Warrant will have the right to acquire and receive
upon exercise of this Warrant in lieu of the shares of Common Stock immediately
theretofore acquirable upon the exercise of this Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately theretofore acquirable and
receivable upon exercise of this Warrant had such consolidation or merger

                                       7
<PAGE>
 
not taken place. In any such case, the Company will make appropriate provision
to insure that the provisions of this Section 4 hereof will thereafter be
applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant. The Company will not
effect any consolidation or merger unless prior to the consummation thereof, the
successor corporation (if other than the Company) assumes by written instrument
the obligations under this Section 4 and the obligations to deliver to the
holder of this Warrant such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the holder may be entitled to acquire.

            (f) Distribution of Assets. In case the Company shall declare or
                ----------------------
make any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a dividend, by way of return of capital or otherwise
(including any dividend or distribution to the Company's stockholders of cash or
shares (or rights to acquire shares) of capital stock of a subsidiary) (a
"Distribution"), at any time after the Issue Date, then the holder of this
Warrant shall be entitled upon exercise of this Warrant for the purchase of any
or all of the shares of Common Stock subject hereto, to receive the amount of
such assets (or rights) which would have been payable to the holder had such
holder been the holder of such shares of Common Stock on the record date for the
determination of stockholders entitled to such Distribution.

            (g) Notice of Adjustment. Upon the occurrence of any event which
                --------------------
requires any adjustment of the Exercise Price, then, and in each such case, the
Company shall give notice thereof to the holder of this Warrant, which notice
shall state the Exercise Price resulting from such adjustment and the increase
or decrease in the number of Warrant Shares purchasable at such price upon
exercise, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Such calculation shall be certified
by the chief financial officer of the Company.

            (h) Minimum Adjustment of Exercise Price. No adjustment of the
                ------------------------------------
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price.

            (i) No Fractional Shares. No fractional shares of Common Stock are
                --------------------
to be issued upon the exercise of this Warrant, but the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock on the date of such exercise.

            (j) Other Notices. In case at any time:
                -------------

                  (i) the Company shall declare any dividend upon the Common
Stock payable in shares of stock of any class or make any other distribution
(other than dividends or distributions payable in cash out of retained earnings
consistent with the Company's past practices with respect to declaring dividends
and making distributions) to the holders of the Common Stock;

                  (ii) the Company shall offer for subscription pro rata to the
holders of the Common Stock any additional shares of stock of any class or other
rights;

                                       8
<PAGE>
 
                  (iii) there shall be any capital reorganization of the
Company, or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially all of its assets to,
another corporation or entity; or

                  (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company; 

then, in each such case, the Company shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for determining the holders of Common Stock entitled to receive
any such dividend, distribution, or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, notice of
the date (or, if not then known, a reasonable approximation thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or other securities or property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be. Such notice shall be given at least seventy-five
(75) days prior to the record date or the date on which the Company's books are
closed in respect thereto. Failure to give any such notice or any defect therein
shall not affect the validity of the proceedings referred to in clauses (i),
(ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall
publicly disclose the substance of any notice delivered hereunder prior to
delivery of such notice to the holder of this Warrant.

            (k) Certain Events. If, at any time after the Issue Date, any event
                --------------
occurs of the type contemplated by the adjustment provisions of this Section 4
but not expressly provided for by such provisions, the Company will give notice
of such event as provided in Section 4(g) hereof, and the Company's Board of
Directors will make an appropriate adjustment in the Exercise Price and the
number of shares of Common Stock acquirable upon exercise of this Warrant so
that the rights of the holder shall be neither enhanced nor diminished by such
event.

            (l) Certain Definitions.
                -------------------

                  (i) "Common Stock Deemed Outstanding" shall mean the number of
                       -------------------------------
shares of Common Stock actually outstanding (not including shares of Common
Stock held in the treasury of the Company), plus (x) in the case of any
adjustment required by Section 4(a) resulting from the issuance of any Options,
the maximum total number of shares of Common Stock issuable upon the exercise of
the Options for which the adjustment is required (including any Common Stock
issuable upon the conversion of Convertible Securities issuable upon the
exercise of such Options), and (y) in the case of any adjustment required by
Section 4(a) resulting from the issuance of any Convertible Securities, the
maximum total number of shares of Common Stock issuable upon the exercise,
conversion or exchange of the Convertible Securities for which the adjustment is
required, as of the date of issuance of such Convertible Securities, if any.

                                       9
<PAGE>
 
                  (ii) "Market Price," as of any date, (i) means the average of
                        ------------
the closing bid prices for the shares of Common Stock as reported on the Nasdaq
SmallCap Market by Bloomberg Financial Markets ("Bloomberg") for the five (5)
consecutive trading days immediately preceding such date, or (ii) if the Nasdaq
SmallCap Market is not the principal trading market for the shares of Common
Stock, the average of the last bid prices reported by Bloomberg on the principal
trading market for the Common Stock during the same period, or, if there is no
bid price for such period, the last sales price reported by Bloomberg for such
period, or (iii) if the foregoing do not apply, the last closing bid price of
such security in the over-the-counter market on the pink sheets or bulletin
board for such security as reported by Bloomberg, or if no closing bid price is
so reported for such security, the last closing trade price of such security as
reported by Bloomberg, or (iv) if market value cannot be calculated as of such
date on any of the foregoing bases, the Market Price shall be the average fair
market value as reasonably determined by an investment banking firm selected by
the Company and reasonably acceptable to the holder, with the costs of the
appraisal to be borne by the Company. The manner of determining the Market Price
of the Common Stock set forth in the foregoing definition shall apply with
respect to any other security in respect of which a determination as to market
value must be made hereunder.

                  (iii) "Common Stock," for purposes of this Section 4, includes
                         ------------
the Common Stock and any additional class of stock of the Company having no
preference as to dividends or distributions on liquidation, provided that the
shares purchasable pursuant to this Warrant shall include only Common Stock, par
value $.01 per share, in respect of which this Warrant is exercisable, or shares
resulting from any subdivision or combination of such Common Stock, or in the
case of any reorganization, reclassification, consolidation, merger, or sale of
the character referred to in Section 4(e) hereof, the stock or other securities
or property provided for in such Section.

      5. Issue Tax. The issuance of certificates for Warrant Shares upon the
         ---------
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

      6. No Rights or Liabilities as a Stockholder. This Warrant shall not
         -----------------------------------------
entitle the holder hereof to any voting rights or other rights as a stockholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Exercise Price or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

                                       10
<PAGE>
 
      7. Transfer, Exchange, Redemption and Replacement of Warrant.
         ---------------------------------------------------------

            (a) Restriction on Transfer. This Warrant and the rights granted to
                -----------------------
the holder hereof are transferable, in whole or in part, upon surrender of this
Warrant, together with a properly executed assignment in the form attached
hereto, at the office or agency of the Company referred to in Section 7(e)
below, provided, however, that any transfer or assignment shall be subject to
the conditions set forth in Sections 7(f) and (g) hereof. Until due presentment
for registration of transfer on the books of the Company, the Company may treat
the registered holder hereof as the owner and holder hereof for all purposes,
and the Company shall not be affected by any notice to the contrary.

            (b) Warrant Exchangeable for Different Denominations. This Warrant
                ------------------------------------------------
is exchangeable, upon the surrender hereof by the holder hereof at the office or
agency of the Company referred to in Section 7(e) below, for new Warrants of
like tenor of different denominations representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased hereunder,
each of such new Warrants to represent the right to purchase such number of
shares as shall be designated by the holder hereof at the time of such
surrender.

            (c) Replacement of Warrant. Upon 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, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

            (d) Cancellation; Payment of Expenses. Upon the surrender of this
                ---------------------------------
Warrant in connection with any transfer, exchange, or replacement as provided in
this Section 7, this Warrant shall be promptly canceled by the Company. The
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses (other than legal expenses, if any, incurred by the Holder or
transferees) and charges payable in connection with the preparation, execution,
and delivery of Warrants pursuant to this Section 7. The Company shall indemnify
and reimburse the holder of this Warrant for all costs and expenses (including
legal fees) incurred by such holder in connection with the enforcement of its
rights hereunder.

            (e) Warrant Register. The Company shall maintain, at its principal
                ----------------
executive offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof), a register for this Warrant, in which
the Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

            (f) Exercise or Transfer Without Registration. If, at the time of
                -----------------------------------------
the surrender of this Warrant in connection with any exercise, transfer, or
exchange of this Warrant, this Warrant (or, in the case of any exercise, the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such exercise, transfer, or exchange, (i)
that the holder or transferee of this Warrant, as the case may be, furnish to
the Company a written opinion of counsel (which opinion shall

                                       11
<PAGE>
 
be in form, substance and scope customary for opinions of counsel in comparable
transactions) to the effect that such exercise, transfer, or exchange may be
made without registration under the Securities Act and under applicable state
securities or blue sky laws (the cost of which shall be borne by the Company if
the Company's counsel renders such opinion and up to $250 of such cost shall be
borne by the Company if the holder's counsel is requested to render such
opinion), (ii) that the holder or transferee execute and deliver to the Company
an investment letter in form and substance acceptable to the Company and (iii)
that the transferee be an "accredited investor" as defined in Rule 501(a)
promulgated under the Securities Act.

            (g) Additional Restrictions on Exercise or Transfer. Notwithstanding
                -----------------------------------------------
anything contained herein to the contrary, this Warrant shall not be exercisable
by a holder hereof to the extent (but only to the extent) that (a) the number of
shares of Common Stock beneficially owned by such holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially owned
through the ownership of the unexercised or unconverted portion of any other
securities of the Company (including the Preferred Shares) subject to a
limitation on conversion or exercise analogous to the limitation contained
herein) and (b) the number of shares of Common Stock issuable upon exercise of
the Warrant (or portion thereof) with respect to which the determination
described herein is being made, would result in beneficial ownership by such
holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock. To the extent the above limitation applies, the determination of whether
and to what extent this Warrant shall be exercisable vis-a-vis other securities
owned by such holder shall be in the sole discretion of the holder and
submission of this Warrant for full or partial exercise shall be deemed to be
the holder's determination of whether and the extent to which this Warrant is
exercisable, in each case subject to such aggregate percentage limitation. No
prior inability to exercise the Warrant pursuant to this Section shall have any
effect on the applicability of the provisions of this Section with respect to
any subsequent determination of exerciseability. For purposes of the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13D-G thereunder, except as otherwise provided in clause (a) of such sentence.
The restrictions contained in this Section 7(g) may not be amended without the
consent of the holder of this Warrant and the holders of a majority of the
Company's then outstanding Common Stock.

      8. Registration Rights. The initial holder of this Warrant (and certain
         -------------------
assignees thereof) is entitled to the benefit of such registration rights in
respect of the Warrant Shares as are set forth in the Registration Rights
Agreement, dated as of September 30, 1998, by and between the Company, the
initial holder hereof and the other signatories thereto, including the right to
assign such rights to certain assignees, as set forth therein.

      9. Notices. Any notices required or permitted to be given under the terms
         -------
of this Warrant shall be sent by certified or registered mail (return receipt
requested) or delivered personally or by courier or by confirmed telecopy, and
shall be effective five days after being placed in the mail, if mailed, or upon
receipt or refusal of receipt, if delivered personally or by courier or
confirmed telecopy, in each case addressed to a party. The addresses for such
communications shall be:

                                       12
<PAGE>
 
                  If to the Company:

                  Advanced Environmental Recycling
                    Technologies, Inc.
                  FM 2169
                  HC 10, Box 116
                  Junction, Texas   76849
                  Telecopy: (915) 446-3864
                  Attention: Chief Executive Officer

                  With a copy to:

                  Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  1500 NationsBank Plaza
                  300 Convent Street
                  San Antonio, Texas   78205
                  Telecopy: (210) 224-2035
                  Attention: Pat Ryan, Esq.

and if to the holder, at such address as such holder shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 9.

      10. Governing Law; Jurisdiction. This Warrant shall be governed by and
          ---------------------------
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware. The Company
irrevocably consents to the jurisdiction of the United States federal courts and
the state courts located in the City of New York in the State of New York in any
suit or proceeding based on or arising under this Warrant and irrevocably agrees
that all claims in respect of such suit or proceeding may be determined in such
courts. The Company irrevocably waives the defense of an inconvenient forum to
the maintenance of such suit or proceeding. The Company agrees that service of
process upon the Company mailed by first class mail shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceeding. Nothing herein shall affect the holder's right to serve process in
any other manner permitted by law. The Company agrees that a final
non-appealable judgment in any such suit or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on such judgment or in any other
lawful manner.

      11. Miscellaneous.
          -------------

            (a) Amendments. This Warrant and any provision hereof may only be
                ----------
amended by an instrument in writing signed by the Company and the holder hereof.

            (b) Descriptive Headings. The descriptive headings of the several
                --------------------
Sections of this Warrant are inserted for purposes of reference only, and shall
not affect the meaning or construction of any of the provisions hereof.

                                       13
<PAGE>
 
            (c) Cashless Exercise. Notwithstanding anything to the contrary
                -----------------
contained in this Warrant, this Warrant may only be exercised at any time during
the Exercise Period by presentation and surrender of this Warrant to the Company
at its principal executive offices with a written notice of the holder's
intention to effect a cashless exercise, including a calculation of the number
of shares of Common Stock to be issued upon such exercise in accordance with the
terms hereof (a "Cashless Exercise"). The holder shall surrender this Warrant
for that number of shares of Common Stock determined by multiplying the number
of Warrant Shares to which it would otherwise be entitled by a fraction, the
numerator of which shall be the difference between the then current Market Price
per share of the Common Stock and the Exercise Price, and the denominator of
which shall be the then current Market Price per share of Common Stock.

                                       14
<PAGE>
 
      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

                                    ADVANCED ENVIRONMENTAL
                                    RECYCLING TECHNOLOGIES, INC.


                                    By: /s/ Joe G. Brooks
                                       ----------------------
                                       Name: Joe G. Brooks
                                       Title: President



                                    By: /s/ Steve Brooks
                                       ----------------------
                                       Name: Steve Brooks
                                       Title: Chief Executive Officer
<PAGE>
 
                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)


      The undersigned hereby irrevocably exercises the right to purchase
_____________ of the shares of Common Stock of Advanced Environmental Recycling
Technologies, Inc., a Delaware corporation (the "Company"), evidenced by the
attached Warrant, and herewith makes payment of the Exercise Price with respect
to such shares in full, all in accordance with the conditions and provisions of
said Warrant.

      (i) The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any Common Stock obtained on exercise of the Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws, and agrees that the following legend
may be affixed to the stock certificate for the Common Stock hereby subscribed
for if resale of such Common Stock is not registered or if Rule 144 is
unavailable for the immediate resale of such shares:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
            SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES
            REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN
            EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE
            SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN
            AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE
            LAWS.

      (ii) The undersigned requests that stock certificates for such shares be
issued, and a Warrant representing any unexercised portion hereof be issued,
pursuant to the Warrant in the name of the Holder and delivered to the
undersigned at the address set forth below:



Dated:
      ---------------                     -----------------------------
                                          Signature of Holder


                                          -----------------------------
                                          Name of Holder (Print)

                                          Address:

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

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

                                          -----------------------------
<PAGE>
 
                               FORM OF ASSIGNMENT


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

Name of Assignee              Address                       Number of Shares
----------------              -------                       ----------------



, and hereby irrevocably constitutes and appoints ___________________________ as
agent and attorney-in-fact to transfer said Warrant on the books of the 
within-named corporation, with full power of substitution in the premises.


Dated: _____________________, ____

In the presence of

_____________________________

                            Name: ____________________________


                                  Signature: _______________________
                                  Title of  Signing  Officer  or Agent (if any):

                                            ________________________

                                  Address:  ________________________

                                            ________________________

                                  Note: The above signature should correspond  
                                        exactly with the name on the face of the
                                        within Warrant.