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                                                                  Exhibit 10.3.1

                                     Form of
                                Option Agreement
                                    under the
                                Tekni-Plex, Inc.
                              Stock Incentive Plan

                  Date of Grant:
                                                ____________

                  Name of Optionee:
                                                ______________________

                  Number of Shares:
                                                ____________

                  Option Price:
                                                ______/share

                  Expiration Date:
                                                ____________

      Tekni-Plex, Inc., a Delaware corporation (the "COMPANY"), hereby grants to
the above-named optionee (the "OPTIONEE") an option (the "OPTION") to purchase
from the Company, for the price per share set forth above, the number of shares
of Common Stock, $0.01 par value (the "SHARES"), of the Company set forth above
pursuant to the Tekni-Plex, Inc. Stock Incentive Plan (the "PLAN"). This Option
is intended to be treated as an Incentive Stock Option.

      Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan. The terms and conditions of the Option granted hereby,
to the extent not controlled by the terms and conditions contained in the Plan,
are as follows:

      1. The price at which each Share subject to this Option may be purchased
shall be the price set forth above.

      2. Subject to the provisions of Sections 3 and 7 hereof, this Option shall
fully vest and become exercisable on the fifth anniversary of the Date of Grant.

      3. Except as provided in Section 7 hereof, this Option may not be
exercised unless the Optionee is in the employ of the Company or a Subsidiary at
the time of such exercise.

      4. The Optionee (or his representative, devisee or heir, as applicable)
may exercise any portion of this Option which has become exercisable in
accordance with the terms hereof as to all or any of the Shares then available
for purchase by delivering to the Company written notice specifying:

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            (i) the number Shares to be purchased together with payment in full
      of the aggregate Option Price of such Shares; provided the Committee shall
      not be required to issue or deliver fractional Shares and the Committee
      shall determine whether cash or other securities or other property shall
      be paid or transferred in lieu of any fractional Shares;

            (ii) the address to which dividends, notices, reports, etc. are to
      be sent; and

            (iii) the Optionee's social security number.

Payment shall be in cash, by certified or bank cashier's check payable to the
order of the Company, free from all collection charges, or in Shares having a
Fair Market Value equal to the full amount of the Option Price thereof (provided
such Shares shall have been held by the Optionee for at least six months), or
such other form as may be permitted by the Committee. In addition, the Optionee
may satisfy any tax withholding obligations by electing to have the Company
withhold Shares which would otherwise be issued to the Optionee upon the
exercise of the Option having a Fair Market Value equal to the full amount of
the withholding obligation. Only one stock certificate will be issued unless the
Optionee otherwise requests in writing. Shares purchased upon exercise of the
Option will be issued in the name of the Optionee. The Optionee shall not be
entitled to any rights as a stockholder of the Company in respect of any Shares
covered by this Option until such shares of Stock shall have been paid for in
full and issued to the Optionee.

      5. Certificates issued in respect of Shares acquired upon exercise of the
Option shall be registered in the name of the Optionee. Such stock certificate
shall carry such appropriate legends, and such written instructions shall be
given to the Company's transfer agent, as may be deemed necessary or advisable
by counsel to the Company in order to comply with the requirements of the
Securities Act of 1933, any state securities laws or any other applicable laws,
and the restrictions on transfer set forth in the Plan.

      6. This Option is personal to the Optionee and may be exercised only by
the Optionee or his or her representative in the event of the Optionee's
Disability or death.

      7. (a) If the Optionee's employment with the Company or any Subsidiary
shall terminate, then the terms and provisions of Section 11 of the Plan shall
govern any Options held by the Optionee.

         (b) Upon a Change of Control, this Option shall become immediately
vested. For purposes of this Option Award, the term Change of Control shall not
encompass an Initial Public Offering.

      8. This Option does not confer on the Optionee any right to continue in
the employ of the Company or any Subsidiary or interfere in any way with the
right of the Company or any Subsidiary to determine the terms of the Optionee's
employment.

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      9. This Option and the terms and conditions herein set forth are subject
in all respects to the terms and conditions of the Plan, which shall be
controlling. All interpretations or determinations of the Committee and/or the
Board shall be binding and conclusive upon the Optionee and his legal
representatives on any question arising hereunder. The Optionee acknowledges
that he has received and reviewed a copy of the Plan.

      10. Optionee acknowledges that any powers, rights or responsibilities of
the Board and/or the Committee set forth herein may be delegated to and
exercised by any subcommittee thereof as permitted under the Plan.

      11. All notices hereunder to the party shall be delivered or mailed to the
following addresses:

            If to the Company:

            Tekni-Plex, Inc.
            260 N. Denton Tap Road, Suite 150
            Coppell, TX 75019
            Attn: Dr. F. Patrick Smith, Chief Executive Officer

            If to the Optionee:

            To the person and at the address specified on the signature page.

Such addresses for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the other party.

      12. Optionee agrees to treat the existence and subject matter of this
Option Award as Confidential Information, and agrees not to disclose either the
existence or subject matter of this Option Award to anyone other than (i) his
attorney, (ii) his financial or tax advisor, or (iii) as compelled by a court of
law.

      13. This Agreement contains the entire understanding of the parties hereto
in respect of the subject matter contained herein. This Agreement and the Plan
supersedes all prior agreements and understandings between the parties hereto
with respect to the subject matter hereof.

      14. This Option Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without application of the conflict of
laws principles thereof.

      15. This Option Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

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      IN WITNESS WHEREOF, the undersigned have caused this Option Agreement to
be duly executed as of the date first above written.

                                                 TEKNI-PLEX, INC.

                                                 By:
                                                    ---------------------------
                                                    Name:
                                                    Title:

                                                 OPTIONEE:

                                                 ------------------------------
                                                 Name:
                                                 Address:

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