<PAGE>   1
                                                                     Exhibit 4.4


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



August 15, 2001

                            U.S. PLASTIC LUMBER CORP.



                          Common Stock Purchase Warrant

         U.S. Plastic Lumber Corp., a Nevada corporation (the "COMPANY"), hereby
certifies that for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, HALIFAX FUND, L.P., having an address at c/o
The Palladin Group, L.P., 195 Maplewood Avenue, Maplewood, New Jersey 07040
("PURCHASER") or any other Warrant Holder is entitled, on the terms and
conditions set forth below, to purchase from the Company at any time beginning
on the date hereof and ending on the fifth anniversary of the CLOSING DATE
250,000 fully paid and nonassessable shares of Common Stock, par value $0.0001,
of the Company (the "COMMON STOCK"), at a purchase price of $1.08 per share of
Common Stock subject to adjustment pursuant to Section 5 herein (the "PURCHASE
PRICE").

1.       DEFINITIONS.

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

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

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

         (d) The term "CLOSING DATE" shall mean August 15, 2001.
<PAGE>   2

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

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

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

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

2.       EXERCISE OF WARRANT.

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

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

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

3.       DELIVERY OF STOCK CERTIFICATES.

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

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

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

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

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

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

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

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<PAGE>   4

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

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

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

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

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

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

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

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

         (B) REPRESENTATIONS AND COVENANTS OF THE PURCHASER.

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

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

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

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

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

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<PAGE>   6

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

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

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

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

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

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

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

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

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

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

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

         9. LIMITATION ON EXERCISE.

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

                  The limitation contained in paragraphs (a) above of this
Section 9 may be enforced by the Company as follows: the Company's obligation to

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<PAGE>   9

issue Common Stock which would exceed such limits referred to in this Section 19
shall be suspended to the extent necessary until such time, if any, as shares of
Common Stock may be issued in compliance with such restrictions.

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

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

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

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

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

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

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<PAGE>   10

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

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

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

                  to the Company:

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

                  with a copy to:

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

                  to the Warrant Holder:

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

                                       10
<PAGE>   11

                  with copies to:

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

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

         14. MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.

                                       11
<PAGE>   12

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

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


                                    By:
                                         ---------------------------------------
                                             Name:
                                             Title:

CORPORATE SEAL

Attest:



By:
     ---------------------------------------













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

                                       12
<PAGE>   13


                               NOTICE OF EXERCISE

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

To:      U.S. PLASTIC LUMBER CORP.
Re:      COMMON STOCK PURCHASE  WARRANT issued on August 15, 2001 to
         __________________  to purchase shares of Common Stock (the "Warrant")

(1) CHECK ONE:

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

                                              OR

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

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

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

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

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

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

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

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

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

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

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


                                       13
<PAGE>   14




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

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

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



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

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


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


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



                                       14