TEKNI-PLEX, INC.



                                   $40,000,000



                   12 3/4% Senior Subordinated Notes due 2010



                               Purchase Agreement



May 1, 2002



LEHMAN BROTHERS INC.

745 Seventh Avenue

New York, New York 10019



Ladies and Gentlemen:



         Tekni-Plex, Inc., a corporation formed under the laws of Delaware (the

"Company"), proposes to issue and sell (the "Offering") to Lehman Brothers Inc.

(the "Initial Purchaser") $40,000,000 principal amount of its 12 3/4% Senior

Subordinated Notes due 2010 (the "Notes"). The Notes will be issued pursuant to

the provisions of an Indenture dated as of June 21, 2000 (the "Indenture") among

the Company, the Guarantors (as defined) and HSBC Bank USA, as trustee (the

"Trustee"). The Notes will be guaranteed (the "Guarantee" and, collectively with

the Notes, the "Securities") on a senior subordinated basis by each of the

domestic subsidiaries of the Company listed on Schedule A attached hereto (the

"Guarantors").



         The sale of the Securities to the Initial Purchaser will be made

without registration of the Securities under the Securities Act of 1933, as

amended (the "Act" or the "Securities Act"), in reliance upon the exemption

therefrom provided by Section 4(2) of the Act.



         Holders of the Securities will have the benefits of a Registration

Rights Agreement to be dated as of May 6, 2002 among the Company, the Guarantors

and the Initial Purchaser, substantially in the form attached hereto as Exhibit

A (the "Registration Rights Agreement") pursuant to which the Issuers will agree

to file with the Securities and Exchange Commission (the "Commission") (i) a

registration statement under the Securities Act (the "Exchange Registration

Statement") registering an issue of senior subordinated notes of the Company

which are identical in all material respects to the Securities (except that the

Exchange Notes will not contain terms with respect to transfer restrictions or

liquidated damages) (such notes, together with any Private Exchange Securities

(as defined in the Registration Rights Agreement), are referred to herein as the

"Exchange Notes") and



         (ii) under certain limited circumstances, a shelf registration

statement with respect to the resale of the Securities pursuant to Rule 415

under the Securities Act (the "Shelf Registration Statement"). This Agreement,

the Indenture, the Notes, the Exchange Notes and the Registration Rights

Agreement and the Guarantees are collectively referred to herein as the

"Offering Agreements."

{PAGE}

         The Company and the Guarantors hereby agree, jointly and severally,

with the Initial Purchaser as follows:



         1. The Company agrees to issue and sell the Notes and the Guarantors

agree to issue the Guarantees to the Initial Purchaser as hereinafter provided,

and the Initial Purchaser, upon the basis of the representations and warranties

herein contained, but subject to the conditions hereinafter stated, agrees to

purchase from the Company all of the Securities at a price (the "Purchase

Price") equal to 101.5% of their principal amount. No additional consideration

shall be paid by the Initial Purchaser for the Guarantee.



         2. The Company and the Guarantors understand that the Initial Purchaser

intends (x) to offer privately the Securities as soon after this Agreement has

become effective as in the judgment of the Initial Purchaser is advisable and

(y) initially to offer the Securities upon the terms set forth in the Offering

Memorandum (as defined below):



         The Company and the Guarantors confirm that they have authorized the

Initial Purchaser, subject to the restrictions set forth below, to distribute

copies of the Offering Memorandum in connection with the offering of the

Securities. The Initial Purchaser hereby makes to the Company and the Guarantors

the following representations and agreements



                  (i) it is a qualified institutional buyer within the meaning

         of Rule 144A under the Act; and



                  (ii) (A) it will not solicit offers for, or offer to sell, the

         Securities by any form of general solicitation or general advertising

         (as those terms are used in Regulation D under the Act) or in any

         manner involving a public offering within the meaning of Section 4(2)

         of the Act, (B) it will solicit offers for the Securities only from,

         and will offer, sell or deliver the Securities only to, (1) persons

         whom it reasonably believes to be "qualified institutional buyers"

         within the meaning of Rule 144A under the Act to whom notice has been

         given that such offer, sale or delivery is being made in reliance on

         Rule 144A in transactions under Rule 144A or (2) upon the terms and

         conditions set forth in Annex I to this Agreement, and (C) it is not

         purchasing with a view to or for offer or sale in connection with any

         distribution that would be in violation of federal or state law.



         3. Payment for the Securities shall be made by wire transfer in

immediately available funds, to the account specified by the Company to the

Initial Purchaser no later than noon on the Business Day (as defined below)

prior to the Closing Date (as defined below), on May 6, 2002, or at such other

time on the same or such other date, not later than the fifth Business Day

thereafter, as the Initial Purchaser and the Company may agree upon in writing.

The time and date of such payment are referred to herein as the "Closing Date".

As used herein, the term "Business Day" means any day other than a day on which

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