Exhibit
      10.2.3

     

    THIRD
      EXTENSION OF EMPLOYMENT AGREEMENT


     

    This
      Agreement (this “Extension Agreement”) is dated the 30th day of July, 2007 by
      and between Tekni-Plex, Inc., a Delaware corporation (the “Employer”), having
      its principal offices at 201 Industrial Parkway, Somerville, NJ 08876, and
      F.
      Patrick Smith, an individual (the “Executive”), residing at 8601 Riviera Court,
      Tour 18, Flower Mound, TX 75022.

     

    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Executive has been continuously employed by Employer since March 18, 1994 and
      Executive and Employer desire that Executive continue in his role as the
      Chairman of the Board of Directors and Chief Executive Officer of Employer,
      upon
      the terms and conditions herein set forth;

     

    WHEREAS,
      on January 30, 1997 Employer and Executive entered into an employment agreement
      which superseded and replaced in its entirety the prior employment agreement
      between the Employer and Executive dated March 18, 1994 (as amended, the “Prior
      Agreement”);

     

    WHEREAS,
      on March 2, 1998 Employer and Executive entered into Amendment Number 1 to
      the
      employment agreement dated as of January 30, 1997 (as amended, the “Original
      Agreement”);

     

    WHEREAS,
      on June 21, 2000 Employer and Executive entered into an amended and restated
      employment agreement amending the terms of and restating the prior Original
      Agreement (as amended, the “Amended and Restated Employment Agreement”) in
      connection with the recapitalization of Employer pursuant to the
      Recapitalization Agreement dated as of April 12, 2000 among Employer and other
      parties thereto;

     

    WHEREAS,
      in connection with the issuance by Employer of Series A Preferred Stock under
      the Preferred Stock Purchase Agreement dated May 13, 2005, Employer and
      Executive entered into a second amended and restated employment agreement
      amending the terms of and restating the prior Amended and Restated Employment
      Agreement (as amended, the “Second Amended and Restated Employment
      Agreement”);

     

    WHEREAS,
      the expiration date of the Second Amended and Restated Employment Agreement
      was
      extended to July 13, 2007 and subsequently extended to July 30, 2007 when it
      is
      currently scheduled to expire; and

     

    WHEREAS,
      on the date hereof, Employer and Executive each desires to extend the term
      of
      the existing Second Amended and Restated Employment Agreement;

     

    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants
      contained in this Extension Agreement, Employer and Executive, intending to
      be
      legally bound, hereby agree as follows:

     


    
      
                         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.           The
      Second Amended and Restated Employment Agreement shall remain in effect with
      its
      existing terms and conditions until August 9, 2007.

     

    2.           This
      Extension Agreement may be executed in counterparts, each of which shall be
      deemed to be an original, but all of which, when taken together, shall
      constitute one and the same instrument.

     

    


     

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

     

    
      	
              Tekni-Plex,
                Inc.

            
	 
	 
	
              By:  /s/
                James E. Condon

            
	
                         
                James E. Condon

            
	
                         
                Chief Financial Officer

            
	 
	 
	
              Executive:

            
	 
	 
	
              /s/
                F. Patrick Smith

            
	
                   F.
                Patrick Smith

            
	 


    

    


    


    


    Agreed
      and
      Accepted:

    


    


    /s/
      Michael F.
      Cronin                
                                                                                     

    Preferred
      Stock Designee

     

     

    2