REGISTRATION RIGHTS AGREEMENT





                          Dated as of November 21, 2003

                                  by and among



                                Tekni-Plex, Inc.

                           The Guarantors named herein



                                       and



                              Lehman Brothers Inc.

                          Citigroup Global Markets Inc.









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         This Registration Rights Agreement (this "Agreement") is made and

entered into as of November 21, 2003, by and among Tekni-Plex, Inc., a Delaware

corporation (the "Company"), each of the subsidiaries of the Company listed on

the signature pages hereto (the "Guarantors"), and Lehman Brothers Inc. and

Citigroup Global Markets Inc. (each an "Initial Purchaser" and, collectively,

the "Initial Purchasers"), each of whom has agreed to purchase the Company's 8

3/4% Senior Secured Notes due 2013 (the "Initial Notes") pursuant to the

Purchase Agreement (as defined below).



         This Agreement is made pursuant to the Purchase Agreement, dated

November 12, 2003, (the "Purchase Agreement"), by and among the Company, the

Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers

to purchase the Initial Notes, the Company has agreed to provide the

registration rights set forth in this Agreement. The execution and delivery of

this Agreement is a condition to the obligations of the Initial Purchasers set

forth in Section 6(k) of the Purchase Agreement. Capitalized terms used herein

and not otherwise defined shall have the meaning assigned to them in the

indenture, dated as of November 21, 2003 (the "Indenture"), by and among the

Company, the Guarantors and HSBC Bank USA, as Trustee, relating to the Exchange

Notes (as described below).



         The parties hereby agree as follows:



SECTION 1. DEFINITIONS



         As used in this Agreement, the following capitalized terms shall have

the following meanings:



         Act: The Securities Act of 1933, as amended.



         Affiliate: As defined in Rule 144.



         Affiliated Market Maker: A Broker-Dealer or one of its Affiliates who

is deemed to be an Affiliate of the Company and intends to make a market in the

Exchange Notes.



         Broker-Dealer: Any broker or dealer registered under the Exchange Act.



         Certificated Securities: Definitive Notes, as defined in the Indenture.



         Closing Date: The date hereof.



         Commission: The Securities and Exchange Commission.



         Consummate: An Exchange Offer shall be deemed "Consummated" for

purposes of this Agreement upon the occurrence of (a) the filing and

effectiveness under the Act of the Exchange Offer Registration Statement

relating to the Exchange Notes to be issued in the Exchange Offer, (b) the

keeping of the Exchange Offer open for a period not less than the period

required pursuant to Section 3(b) hereof and (c) the delivery by the Company to

the Registrar under the Indenture of Exchange Notes in the same aggregate

principal amount as the aggregate principal amount of Initial Notes validly

tendered and not withdrawn by Holders (as defined below) thereof pursuant to the

Exchange Offer.





{PAGE}



         Consummation Date: The date on which the Exchange Offer is Consummated.



         Consummation Deadline: As defined in Section 3(b) hereof.



         Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.



         Exchange Act: The Securities Exchange Act of 1934, as amended.



         Exchange Notes: The Company's 8 3/4% Senior Secured Notes due 2013 to

be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as

contemplated by Section 4 hereof.



         Exchange Offer: The exchange and issuance by the Company of a principal

amount of Exchange Notes (which shall be registered pursuant to the Exchange

Offer Registration Statement) equal to the aggregate principal amount of Initial

Notes that are validly tendered and not withdrawn by in connection with such

exchange and issuance.



         Exchange Offer Registration Statement: The Registration Statement

relating to the Exchange Offer, including the related Prospectus.



         Exempt Resales: The transactions in which the Initial Purchasers

propose to sell the Initial Notes to certain "qualified institutional buyers,"

as such term is defined in Rule 144A under the Act and pursuant to Regulation S

under the Act.



         Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.



         Holders: As defined in Section 2 hereof.



         Notes: The Initial Notes and the Exchange Notes together.



         Prospectus: The prospectus included in a Registration Statement at the

time such Registration Statement is declared effective, as amended or

supplemented by any prospectus supplement and by all other amendments thereto,

including post-effective amendments, and all material incorporated by reference

into such prospectus.



         Recommencement Date: As defined in Section 6(d) hereof.



         Registration Default: As defined in Section 5 hereof.



         Registration Statement: Any registration statement of the Company and

the Guarantors relating to (a) an offering of Exchange Notes pursuant to an

Exchange Offer or (b) the registration for resale of Transfer Restricted

Securities pursuant to the Shelf Registration Statement, in each case, (i) that

is filed pursuant to the provisions of this Agreement and (ii) including the

Prospectus included therein, all amendments and supplements thereto (including

post-effective amendments) and all exhibits and material incorporated by

reference therein.



         Regulation S: Regulation S promulgated under the Act.



         Rule 144: Rule 144 promulgated under the Act.





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{PAGE}



         Shelf Registration Statement: As defined in Section 4 hereof.



         Suspension Notice: As defined in Section 6(d) hereof.



         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb),

as in effect on the date of the Indenture.



         Transfer Restricted Securities: Each Initial Note, until the earliest

to occur of (i) the date on which such Initial Note is exchanged in the Exchange

Offer for an Exchange Note, (ii) the date on which such Initial Note has been

disposed of in accordance with a Shelf Registration Statement (and the

purchasers thereof have been issued Exchange Notes), (iii) the date on which

such Initial Note is distributed to the public pursuant to Rule 144 under the

Act or (iv) following the exchange by a Broker-Dealer in the Exchange Offer of

an Initial Note for an Exchange Note, the date on which such Exchange Note is

sold to a purchaser who receives from such Broker-Dealer on or prior to the date

of such sale a copy of the Prospectus contained in the Exchange Offer

Registration Statement.



SECTION 2. HOLDERS



         A Person is deemed to be a holder of Transfer Restricted Securities

(each, a "Holder") whenever such Person is the holder of record of Transfer

Restricted Securities.



SECTION 3.  REGISTERED EXCHANGE OFFER



         (a) Unless the Exchange Offer shall not be permitted by applicable

federal law or Commission policy (after the procedures set forth in Section

6(a)(i) below have been complied with), the Company and the Guarantors shall (i)

cause the Exchange Offer Registration Statement to be filed with the Commission

as promptly as practicable after the Closing Date, but in no event later than 90

days after the Closing Date (such 90th day, the "Filing Deadline"), (ii) use all

commercially reasonable efforts to cause such Exchange Offer Registration

Statement to become effective as promptly as practicable, but in no event later

than 180 days after the Closing Date (such 180th day, the "Effectiveness

Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective

amendments to such Exchange Offer Registration Statement as may be necessary in

order to cause it to become effective and (B) subject to the proviso in Section

6(c)(xii) hereof cause all necessary filings, if any, in connection with the

registration and qualification of the Exchange Notes to be made under the Blue

Sky laws of such jurisdictions as are necessary to permit Consummation of the

Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer

Registration Statement, commence, within the time periods contemplated by

Section 3(b) hereof, and Consummate the Exchange Offer. The Exchange Offer shall

be on the appropriate form permitting (i) registration of the Exchange Notes to

be offered in exchange for the Initial Notes that are Transfer Restricted

Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered

into the Exchange Offer Initial Notes that such Broker-Dealer acquired for its

own account as a result of its market making activities or other trading

activities (other than Initial Notes acquired directly from the Company or any

of its Affiliates) as contemplated by Section 3(c) below.



         (b) The Company and the Guarantors shall use their respective

commercially reasonable efforts to cause the Exchange Offer Registration

Statement to be effective



                                       4





{PAGE}



continuously, and shall keep the Exchange Offer open for a period of not less

than the minimum period required under applicable federal and state securities

laws to Consummate the Exchange Offer; provided, however, that in no event shall

such period be less than 20 Business Days. The Company and the Guarantors shall

cause the Exchange Offer to comply with all applicable federal and state

securities laws. No securities other than the Exchange Notes (and the Guarantees

thereof) shall be included in the Exchange Offer Registration Statement. The

Company and the Guarantors shall use their commercially reasonable efforts to

cause the Exchange Offer to be Consummated within 30 Business Days after the

Exchange Offer Registration Statement has become effective, but in no event

later than 40 Business Days thereafter (such 40th day being the "Consummation

Deadline").



         (c) The Company shall include a "Plan of Distribution" section in the

Prospectus contained in the Exchange Offer Registration Statement and indicate

therein that any Broker-Dealer who holds Transfer Restricted Securities that

were acquired for the account of such Broker-Dealer as a result of market-making

activities or other trading activities (other than Initial Notes acquired

directly from the Company or any Affiliate of the Company), may exchange such

Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of

Distribution" section shall also contain all other information with respect to

such sales by such Broker-Dealers that the Commission may require in order to

permit such sales pursuant thereto, but such "Plan of Distribution" shall not

name any such Broker-Dealer or disclose the amount of Transfer Restricted

Securities held by any such Broker-Dealer, except to the extent required by the

Commission.



         Because such Broker-Dealer may be deemed to be an "underwriter" within

the meaning of the Act and must, therefore, deliver a prospectus meeting the

requirements of the Act in connection with its initial sale of any Exchange

Notes received by such Broker-Dealer in the Exchange Offer, the Company and the

Guarantors shall permit the use of the Prospectus contained in the Exchange

Offer Registration Statement by such Broker-Dealer to satisfy such prospectus

delivery requirement. To the extent necessary to ensure that the Prospectus

contained in the Exchange Offer Registration Statement is available for sales of

Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use

their respective reasonable best efforts to keep the Exchange Offer Registration

Statement continuously effective, supplemented, amended and current as required

by and subject to the provisions of Sections 6(a) and (c) hereof and in

conformity with the requirements of this Agreement, the Act and the policies,

rules and regulations of the Commission as announced from time to time, for a

period of 180 days from the Consummation Date or such shorter period as will

terminate when no Transfer Restricted Securities are outstanding. The Company

and the Guarantors shall provide sufficient copies of the latest version of such

Prospectus to such Broker-Dealers, promptly upon request, at any time during

such period.



SECTION 4.  SHELF REGISTRATION



         (a) Shelf Registration. If (i) the Exchange Offer is not permitted by

applicable law or Commission Policy (after the Company and the Guarantors have

complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any

Holder of Transfer Restricted Securities shall notify the Company within 20

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