Exhibit
10.2

    


    TERMINATION
AGREEMENT

    


    TERMINATION
AGREEMENT (this “Agreement”) is made as of the
May 30, 2008, by and among Tekni-Plex, Inc. (the “Company”), certain holders of
Preferred Stock and certain holders of Common Stock.

    


    W
I T N E S S E T H:

     

    WHEREAS, the Company and
certain of its stakeholders are parties to an Amended and Restated Investors’
Agreement dated as of May 13, 2005 (the “Investors’
Agreement”);

    


    WHEREAS, any amendment or
termination of the Investors’ Agreement requires the approval of (i) the Board
of Directors of the Company (the “Board”); (ii) the stockholders
holding at least 66 2/3 % of the outstanding common stock of the Company; and
(iii) the stockholders holding at least a majority of the outstanding Preferred
Stock of the Company (the “Required Preferred
Stockholders”);

    


    WHEREAS, the Company and
certain of its stakeholders (including holders of at least a majority of the
outstanding Preferred Stock and the holders of all of the outstanding Common
Stock) have entered into the Restructuring Agreement dated as of April 11, 2008
(the “Restructuring
Agreement”);

    


    WHEREAS, as part of the
transactions contemplated by the Restructuring Agreement, the Board has approved
the termination of the Investors’ Agreement and the Board has approved and
adopted this Agreement and the undersigned parties (each a “Party”, and collectively the
“Parties”), constituting
stockholders holding at least 66 2/3% of the outstanding Common Stock and the
Required Preferred Stockholders, desire to terminate the Investors’
Agreement.

    


    NOW, THEREFORE, in
consideration of the premises and covenants set forth herein and in connection
with the Restructuring (as defined in the Restructuring Agreement) and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the Parties agree as
follows:

    


    Section
1.  Definitions. Each capitalized
term used but not defined herein shall have the meaning ascribed such term in
the Investors’ Agreement.

     

    Section
2.  Termination. The Investors’
Agreement is hereby cancelled and terminated, shall have no further force and
effect and shall be null and void.

     

    Section 3.
Release.  Each
Party hereby fully and forever releases and discharges each other Party from any
and all claims, rights, demands, agreements, 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    contracts,
covenants, actions, suits, causes of action, obligations, controversies, debts,
costs, expenses, damages, judgments, orders and liabilities of whatever kind or
nature in law, equity or otherwise, now known or unknown, suspected or
unsuspected, whether or not concealed or hidden, matured or unmatured and
whether or not asserted in any litigation which any Party hereto ever had or now
has, relating in any way to the Investors’ Agreement, including, but not limited
to, any rights triggered in connection with the Restructuring, if
any.

    


    Section
4.  Governing Law;
Submission to Jurisdiction.  (a) This Agreement
shall be subject to, governed by and construed in accordance with the internal
laws of the State of Delaware, without giving effect to any conflicts or choice
of law provisions that would make applicable the substantive laws of any other
jurisdiction.  Each Party hereby agrees (1) that this Agreement
involves matters in controversy of at least $100,000 and (2) that this Agreement
has been entered into by the Parties in express reliance upon 6 Del. C. Section
2708.

    


    (b) Each
Party hereby irrevocably and unconditionally agrees (1) to be subject to the
jurisdiction of the courts of the State of Delaware and the federal courts
sitting in the State of Delaware or in the County of New York in the State of
New York, and (2) to the fullest extent permitted by applicable law, that
service of process may also be made on such party by prepaid certified mail with
a validated proof of mailing receipt constituting evidence of valid service, and
that service made pursuant to (2) above shall have the same legal force and
effect as if served upon said party personally within the State of
Delaware.

    


    Section 5.
Waiver of Jury
Trial.  Each Party hereby irrevocably waives any and all right
to trial by jury in any legal proceeding arising out of or related to this
Agreement or the transactions contemplated hereby.

    


    Section 6.
Counterparts; Third Party
Beneficiaries.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all of which
shall be and constitute one and the same instrument. No provision of this
Agreement is intended to confer upon any Person other than the Parties hereto
any rights or remedies hereunder.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    IN WITNESS
WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.

    


    
      	
              TEKNI-PLEX,
      INC.

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      James E. Condon

            	 
	 
    	
              Name:

            	
              James
      E. Condon

            	 
	 
    	
              Title:

            	
              Chief
      Financial Officer

            	 


    

    


     

    


    


    


    SIGNATURE
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              TEKNI-PLEX
      PARTNERS LLC,

                      by
      its Managing Member

                      Tekni-Plex
      Management LLC

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      F. Patrick Smith

            	 
	 
    	
              Name:

            	
              Dr.
      F. Patrick Smith

            	 
	 
    	
              Title:

            	
              Managing
      Member of

              Tekni-Plex
      Management LLC

            	 


    

    


    
      	
              MST/TP
      PARTNERS LLC

                      by
      its Managing Member

                      Tekni-Plex
      Management LLC

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      F. Patrick Smith

            	 
	 
    	
              Name:

            	
              Dr.
      F. Patrick Smith

            	 
	 
    	
              Title:

            	
              Managing
      Member of

              Tekni-Plex
      Management LLC

            	 


    

    


    
      	
              TEKNI-PLEX
      MANAGEMENT LLC

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      F. Patrick Smith

            	 
	 
    	
              Name:

            	
              Dr.
      F. Patrick Smith

            	 
	 
    	
              Title:

            	
              Managing
      Member

            	 


    

    


     

    


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              DR.
      F. PATRICK SMITH

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      F. Patrick Smith

            	 
	 	

              Dr.
      F. Patrick Smith

              c/o
      Tekni-Plex, Inc.

              201
      Industrial Parkway

              Somerville,
      NJ 08876

              Facsimile
      Number: (972) 304-6297 

            	 


    

    


     

    


    


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              MICHAEL
      F. CRONIN

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      Michael F. Cronin

            	 
	 	

              Michael
      F. Cronin

              c/o
      Weston Presidio Capital

              200
      Clarendon Street, 50th
      Floor

              Boston,
      MA 02116

              Facsimile:
      (617) 988-2515

            	 


    

     

    


    


    


    SIGNATURE
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        	Sumner
      Kaufman	 
	Name
      of Party	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/ Sumner
      Kaufman

              	 
	
                Name:

              	
                Sumner
      Kaufman

              	 
	
                Title:

              	 
    	 


      

    

     

     

    


    


    SIGNATURE
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        	Christine
      Des Rosiers	 
	Name
      of Party	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/ Christine Des
      Rosiers

              	 
	
                Name:

              	
                Christine
      Des Rosiers

              	 
	
                Title:

              	 
    	 


      

    

     

     

    


    


    


    SIGNATURE
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        	Harold
      O. Shattuck	 
	Name
      of Party	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/ Harold O.
      Shattuck

              	 
	
                Name:

              	
                Harold
      O. Shattuck

              	 
	
                Title:

              	 
    	 


      

    

     

    


    


    SIGNATURE
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        	Forrest
      Binkley & Brown Capital Partners,
    LLC	 
	Name
      of Party	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/ Jeffrey
      Brown

              	 
	
                Name:

              	
                      
                  Jeffrey
      Brown

                

              	 
	
                Title:

              	      
                Authorized
      Member

              	 


      



     

    


    


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                David
      Tuttle

              	 
	Name
      of Party	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/ David
      Tuttle

              	 
	
                Name:

              	
                      
                  David
      Tuttle

                

              	 
	
                Title:

              	 
    	 


      

    

     

    


    


    SIGNATURE
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                Eastport
      Operating Partners

              	 
	Name
      of Party	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/ J.
      Andrew McWethy

              	 
	
                Name:

              	
                      
                        
                    J.
      Andrew McWethy

                  

                

              	 
	
                Title:

              	General
      Partner	 


      



    
 

    


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                  Beverly
      A. Bravo

                

              	 
	Name
      of Party	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/ Beverly
      A. Bravo

              	 
	
                Name:

              	
                      
                        
                          
                      Beverly
      A. Bravo

                    

                  

                

              	 
	
                Title:

              	 	 


      

    

     

    


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                    Rowland
      T. Moriarty

                  

                

              	 
	Name
      of Party	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/ Rowland
      T. Moriarty

              	 
	
                Name:

              	
                      
                        
                          
                            
                        Rowland
      T.
      Moriarty

                      

                    

                  

                

              	 
	
                Title:

              	 	 


      



    
 

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              WESTON
      PRESIDIO CAPITAL IV, L.P.

              200
      Clarendon Street, 50th
      Floor

              Boston,
      MA 02116

              Facsimile
      Number: (617) 988-2515

                       by
      WESTON PRESIDIO CAPITAL

                      MANAGEMENT
      IV, L.L.C.

                             its
      General Partner

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      Therese Mrozek

            	 
	 
    	
              Name:

            	
              Therese
      Mrozek

            	 
	 
    	
              Title:

            	
              Member

            	 


    

    


     

    


    SIGNATURE
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              WESTON
      PRESIDIO CAPITAL III, L.P.

              200
      Clarendon Street, 50th
      Floor

              Boston,
      MA 02116

              Facsimile
      Number: (617) 988-2515

                       by
      WESTON PRESIDIO CAPITAL

                      MANAGEMENT
      IV, L.L.C.

                             its
      General Partner

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      Therese Mrozek

            	 
	 
    	
              Name:

            	
              Therese
      Mrozek

            	 
	 
    	
              Title:

            	
              Member

            	 


    

    


    
 

    


    


    SIGNATURE
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              WPC
      ENTREPRENEUR FUND, L.P.

              200
      Clarendon Street, 50th
      Floor

              Boston,
      MA 02116

              Facsimile
      Number: (617) 988-2515

                       by
      WESTON PRESIDIO CAPITAL

                      MANAGEMENT
      IV, L.L.C.

                             its
      General Partner

            	 
	 	 
	 	 
	
              By:

            	
              /s/
      Therese Mrozek

            	 
	 
    	
              Name:

            	
              Therese
      Mrozek

            	 
	 
    	
              Title:

            	
              Member

            	 


    

     

     

     

     

     

    
 

     

    SIGNATURE
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              WPC
      ENTREPRENEUR FUND II, L.P.

              200
      Clarendon Street, 50th
      Floor

              Boston,
      MA 02116

              Facsimile
      Number: (617) 988-2515

                       by
      WESTON PRESIDIO CAPITAL

                      MANAGEMENT
      IV, L.L.C.

                             its
      General Partner

            
	 
	 
	
              /s/
      Therese Mrozek

            	 
    
	
              Name:

            	
              Therese
      Mrozek

            	 
    
	
              Title:

            	
              Member

            	 
    


    

    


    


     

    


    


    SIGNATURE
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