PLASTIPAK HOLDINGS, INC.





                          10.75% SENIOR NOTES DUE 2011





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



                               PURCHASE AGREEMENT





                                                                 August 15, 2001





Goldman, Sachs & Co.,

   As representative of the several Purchasers

   named in Schedule I hereto,

c/o Goldman, Sachs & Co.

85 Broad Street,

New York, New York 10004



Ladies and Gentlemen:



         Plastipak Holdings, Inc., a Michigan corporation (the "COMPANY"),

proposes, subject to the terms and conditions stated herein, to issue and sell

to the Purchasers named in Schedule I hereto (the "PURCHASERS") an aggregate of

$275,000,000 principal amount of the 10.75% Senior Notes due 2011 specified

above (the "SECURITIES"). The Securities will be unconditionally guaranteed as

to the payment of principal, premium, if any, and interest (the "GUARANTEES") by

each of the entities named in Schedule II hereto (each a "GUARANTOR" and,

collectively, the "GUARANTORS").



         1.   Each of the Company and the Guarantors, jointly and severally,

represents and warrants to, and agrees with, each of the Purchasers that:



         (a)  A preliminary offering circular, dated August 3, 2001 (the

"PRELIMINARY OFFERING CIRCULAR") and an offering circular, dated August 15, 2001

(the "OFFERING CIRCULAR") have been prepared in connection with the offering of

the Securities. Any reference to the Preliminary Offering Circular or the

Offering Circular shall be deemed to refer to and include any Additional Issuer

Information (as defined in Section 5(f)) furnished by the Company prior to the

completion of the distribution of the Securities. The Preliminary Offering

Circular or the Offering Circular and any amendments or supplements thereto did

not and will not, as of their respective dates, contain an untrue statement of a

material fact or omit to state a material fact necessary in order to make the









{PAGE}



statements therein, in the light of the circumstances under which they were

made, not misleading; provided, however, that this representation and warranty

shall not apply to any statements or omissions made in reliance upon and in

conformity with information furnished in writing to the Company by a Purchaser

through Goldman, Sachs & Co. expressly for use therein;



         (b)  Neither the Company nor any of its subsidiaries has sustained

since the date of the latest audited financial statements included in the

Offering Circular any material loss or interference with its business from fire,

explosion, flood or other calamity, whether or not covered by insurance, or from

any labor dispute or court or governmental action, order or decree, otherwise

than as set forth or contemplated in the Offering Circular; and, since the

respective dates as of which information is given in the Offering Circular,

there has not been any change in the capital stock or long-term debt of the

Company or any of its subsidiaries or any material adverse change, or any

development involving a prospective material adverse change, in or affecting the

general affairs, management, financial position, shareholders' equity or results

of operations of the Company and its subsidiaries, otherwise than as set forth

or contemplated in the Offering Circular;



         (c)  The Company and its Significant Subsidiaries (as defined in Rule

1-02(w) under Regulation S-X of the United States Securities Act of 1933, as

amended (the "SECURITIES ACT")) have good and marketable title in fee simple to

all real property and good and marketable title to all personal property owned

by them, in each case free and clear of all liens, encumbrances and defects

except such as are described in the Offering Circular or such as do not

materially affect the value of such property and do not interfere with the use

made and proposed to be made of such property by the Company and its Significant

Subsidiaries; and any real property and buildings held under lease by the

Company and its Significant Subsidiaries are held by them under valid,

subsisting and enforceable leases with such exceptions as are not material and

do not interfere with the use made and proposed to be made of such property and

buildings by the Company and its Significant Subsidiaries;



         (d)  The Company and each Guarantor have been duly incorporated or

formed, as the case may be, and are validly existing as a corporation, limited

liability company or limited partnership, as the case may be, in good standing

under the laws of their respective jurisdictions, with power and authority

(corporate and other) to own their properties and conduct their business as

described in the Offering Circular, and have been duly qualified as a foreign

corporation, limited liability company or limited partnership, as the case may

be, for the transaction of business and are in good standing under the laws of

each other jurisdiction in which they own or lease properties or conduct any

business so as to require such qualification, except where such failure to

qualify or be in good standing would not have a material adverse effect on the

Company and its subsidiaries taken as a whole. The Company and each Guarantor

are not subject to any material liability or disability by reason of the failure

to be so qualified in any such jurisdiction; and each subsidiary of the Company

has been duly incorporated and is validly existing as a corporation in good

standing under the laws of its jurisdiction of incorporation;



         (e)  The Company has an authorized capitalization as set forth in the

Offering Circular, and all of the issued shares of capital stock of the Company

have been duly and validly authorized and issued and are fully paid and

non-assessable; and all of the issued shares of capital stock of each subsidiary

of the Company have been duly and validly authorized and issued, are fully





                                       2

{PAGE}



paid and non-assessable and (except for directors' qualifying shares and

except as otherwise set forth in the Offering Circular) are owned directly or

indirectly by the Company, free and clear of all liens, encumbrances, equities

or claims;



         (f)  The Securities have been duly authorized and, when issued and

delivered pursuant to this Agreement, will have been duly executed,

authenticated, issued and delivered and will constitute valid and legally

binding obligations of the Company enforceable in accordance with their terms

and entitled to the benefits provided by the indenture to be dated as of August

20, 2001 (the "INDENTURE") by and among the Company, the Guarantors and Wells

Fargo Bank Minnesota, National Association, as trustee, (the "TRUSTEE"), under

which they are to be issued, which will be substantially in the form previously

delivered to you subject, as to enforcement, to bankruptcy, insolvency,

reorganization and other laws of general applicability relating to or affecting

creditors' rights and to general equity principles; the Indenture has been duly

authorized and, when executed and delivered by the Company, the Guarantors and

the Trustee, the Indenture will constitute a valid and legally binding

instrument, enforceable in accordance with its terms, subject, as to

enforcement, to bankruptcy, insolvency, reorganization and other laws of general

applicability relating to or affecting creditors' rights and to general equity

principles; and the Securities and the Indenture will conform to the

descriptions thereof in the Offering Circular and will be in substantially the

form previously delivered to you;



         (g)  The Guarantees have been duly authorized by the Guarantors, and

when executed, authenticated, issued and delivered pursuant to this Agreement

and the Indenture, will constitute valid and legally binding obligations of the

Guarantors entitled to the benefits provided by the Indenture, enforceable in

accordance with their terms, subject, as to enforcement, to bankruptcy,

insolvency, reorganization and other laws of general applicability relating to

or affecting creditors' rights and to general equity principles. The Guarantees

will conform to the descriptions thereof in the Offering Circular;



         (h)  The exchange and registration rights agreement to be dated August

20, 2001, among the Company, the Guarantors and the Purchasers (the

"REGISTRATION RIGHTS AGREEMENT") has been duly authorized by the Company and the

Guarantors, and when executed and delivered by the Company and the Guarantors,

will constitute the valid and legally binding obligation of the Company and the

Guarantors, enforceable against the Company and the Guarantors in accordance

with its terms, subject, as to enforcement, to bankruptcy, insolvency,

reorganization and other laws of general applicability relating to or affecting

creditors' rights and to general equity principles. Pursuant to the Registration

Rights Agreement, the Company and the Guarantors will agree to file with the

Commission, under the circumstances set forth therein, (i) a registration

statement under the Securities Act relating to another series of debt securities

of the Company with terms substantially identical to the Securities (the

"EXCHANGE SECURITIES") to be offered in exchange for the Securities (the

"EXCHANGE OFFER"), and (ii) to the extent required by the Registration Rights

Agreement, a shelf registration statement pursuant to Rule 415 of the Securities

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