Exhibit 4.2

                                                                 EXECUTION COPY


                                TEKNI-PLEX, INC.

                                  $275,000,000

                      8 3/4% Senior Secured Notes due 2013


                               Purchase Agreement


November 12, 2003

LEHMAN BROTHERS INC.
CITIGROUP GLOBAL MARKETS INC.
c/o 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.
("Lehman Brothers") and Citigroup Global Markets Inc. (the "Initial
Purchasers") $275,000,000 aggregate principal amount of its 8 3/4% Senior
Secured Notes due 2013 (the "Notes"). The Notes will be issued pursuant to the
provisions of an Indenture to be dated as of the Closing Date (as defined
below) (the "Indenture") among the Company, the Guarantors (as defined below)
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 secured basis by each of the domestic subsidiaries of the Company listed
on Schedule A attached hereto (collectively, the "Guarantors").

         The sale of the Securities to the Initial Purchasers 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.

         The Company and the Guarantors have agreed to secure, equally and
ratably, the Securities by granting to the Trustee, for the benefit of the
holders of the Securities (collectively, the "Secured Parties"), a security
interest (subject to Priority Liens, as such term is defined in the Description
of Notes section of the Offering Memorandum (as defined below)) on assets of
the Company and each of the Guarantors as described in the Offering Memorandum
under the caption "Description of Notes-Security" (the "Collateral"), as
evidenced by one or more Pledge Agreements among the Company, the Guarantors
and the Trustee dated as of the Closing Date (the "Pledge Agreement"), a
Security Agreement among the Company, the Guarantors and the Trustee dated as
of the Closing Date (the "Security Agreement"), certain mortgages or deeds of
trust (the "Mortgages") encumbering all of the real property set forth on
Schedule A hereto (the "Real Property"), and one or more Trademark, Patent and
Copyright Security Agreements among the Company, the Guarantors and the Trustee
dated as of the Closing Date (the "Intellectual Property Security Agreement,"
and together with the Pledge Agreement, the Security Agreement, the Mortgages,
the "Security Documents").


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         Holders of the Securities will have the benefits of a Registration
Rights Agreement to be dated as of the Closing Date by and among the Company,
the Guarantors and the Initial Purchasers, substantially in the form attached
hereto as Annex II (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 secured 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, the Registration Rights Agreement, the Guarantees and the
Security Documents are collectively referred to herein as the "Offering
Agreements."

         The Company and the Guarantors hereby agree, jointly and severally,
with the several Initial Purchasers as follows:

         1. The Company agrees to issue and sell the Notes and the Guarantors
agree to issue the Guarantees to the Initial Purchasers as hereinafter
provided, and the Initial Purchasers, upon the basis of the representations,
warranties and agreements herein contained, but subject to the conditions
hereinafter stated, agree, severally and not jointly, to purchase from the
Company the respective principal amount of Securities set forth next to its
name in Schedule C hereto, at a purchase price of 97.25% of the principal
amount of $275.0 million of the Securities. No additional consideration shall
be paid by the Initial Purchasers for the Guarantees.

         2. The Company and the Guarantors understand that the Initial
Purchasers intend (x) to offer privately the Securities as soon after this
Agreement has become effective as in the judgment of the several Initial
Purchasers 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 Purchasers, subject to the restrictions set forth below, to distribute
copies of the Offering Memorandum in connection with the offering of the
Securities. Each of the Initial Purchasers hereby severally, and not jointly,
makes to the Company and the Guarantors the following representations,
warranties and agreements

                  (i) it is a "qualified institutional buyer" within the
         meaning of Rule 144A under the Act;

                  (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 or (2) persons 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. Those persons
         specified in clause (B) are referred to herein as the "Eligible
         Purchasers."

                  (iii) (A) it has not offered or sold, and will not offer or
         sell, any Securities in the United Kingdom by means of any document
         other than to persons whose ordinary business is to

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         buy, hold, manage or dispose of investments, whether as principal or
         agent, for purposes of their businesses or otherwise in circumstances
         that do not constitute an offer to the public in the United Kingdom
         within the meaning of the Public Offers of Securities Regulations
         1995, (B) it has complied and will comply with all applicable
         provisions of the Financial Services Act 1986 of the United Kingdom
         with respect to anything done by it in relation to the Securities in,
         from or otherwise involving the United Kingdom and (C) it has only
         issued or passed on and will only issue or pass on, to any person in
         the United Kingdom, any document received by it in connection with
         the issue of the Securities, if that person is of a kind described in
         Article 11(3) of the Financial Services Act of 1986 (Investment
         Advertisements) (Exemptions) order 1996 or is a person to whom the
         document may otherwise lawfully be issued or passed on.

         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 Purchasers no later than noon on the Business Day (as defined below)
prior to the Closing Date (as defined below), on November 21, 2003, or at such
other time on the same or such other date, not later than the fifth Business
Day thereafter, as the several Initial Purchasers 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 banks are permitted or required to be closed in New York
City.

         Payment for the Securities shall be made against delivery to the
nominee of The Depository Trust Company for the account of the Initial
Purchasers of one or more global notes representing the Securities
(collectively, the "Global Notes"), with any transfer taxes payable in
connection with the transfer to the Initial Purchasers of the Securities duly
paid by the Company. The Global Notes will be made available for inspection by
the Initial Purchasers at the office of Lehman Brothers at the address set
forth above, or at such other location as the Company and Lehman Brothers
agree, not later than 1:00 P.M., New York City time, on the Business Day prior
to the Closing Date.

         4. Each of the Company and each Guarantor represents and warrants to
the several Initial Purchasers that:

           (a)   a preliminary offering memorandum, dated November 3, 2003
        (the "Preliminary Offering Memorandum") and an offering memorandum,
        dated November 12, 2003 (the "Offering Memorandum") have been
        prepared in connection with the offering of the Securities. Any
        reference to the Preliminary Offering Memorandum and/or the Offering
        Memorandum shall be deemed to refer to and include (i) any Rule
        144A(d)(4) Information (as defined in Section 5(m)) furnished by the
        Company prior to the completion of the distribution of the Securities
        and (ii) the Company's most recent Annual Report on Form 10-K and all
        subsequent documents filed with the Commission pursuant to Section
        13(a), 13(c) or 15(d) of the United States Securities Exchange Act of
        1934, as amended (the "Exchange Act") on or prior to the date of the
        Offering Memorandum. Any reference to the Offering Memorandum, as
        amended or supplemented, as of any specified date, shall be deemed to
        refer to and include any documents filed with the Commission pursuant
        to the Exchange Act after the date of the Offering Memorandum and
        prior to such specified date. All documents filed under the Exchange
        Act and so deemed to be included in the Offering Memorandum or any
        amendment or supplement thereto are hereinafter referred to as the
        "Incorporated Documents." The Offering Memorandum and any amendments
        or supplements thereto did not and will not, as of their respective
        dates, contain an untrue statement of a material fact or omit to
        state a material fact necessary in order to make the statements
        therein, in the light of the circumstances under which they were
        made, not misleading; provided that this representation and warranty
        does not apply to statements or omissions made in reliance
        upon and in conformity with information furnished in writing by an
        Initial Purchaser

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        relating to such Initial Purchaser to the Company expressly for use in
        the Offering Memorandum or any amendment or supplement thereto;

           (b)   the financial statements, and the related notes thereto,
        included in the Offering Memorandum present fairly the consolidated
        financial position of each of the Company and its consolidated
        subsidiaries, as of the dates indicated and the results of their
        operations and the changes in their consolidated cash flows for the
        periods specified; said financial statements have been prepared in
        conformity with generally accepted accounting principles and practices
        applied on a consistent basis; and the pro forma financial information,
        and the related notes thereto, included in the Offering Memorandum are
        based upon good faith estimates and assumptions believed by the Company
        to be reasonable;

           (c)   since the respective dates as of which information is given in
        the Offering Memorandum, except as otherwise stated therein, there has
        not been any material change in the capital stock or long-term debt of
        the Company or the Subsidiaries (as defined below), or any material
        adverse change, or any development involving a prospective material
        adverse change, in or affecting the business, condition (financial or
        other), results of operations or prospects of the Company and the
        Subsidiaries, taken as a whole (a "Material Adverse Change" or
        "Prospective Material Adverse Change", respectively), otherwise than as
        set forth or contemplated in the Offering Memorandum; and except as set
        forth or contemplated in the Offering Memorandum, neither the Company,
        nor any of the Subsidiaries, has entered into any transaction or
        agreement (whether or not in the ordinary course of business) material
        to the Company and the Subsidiaries, taken as a whole;

           (d)   the Company has been duly incorporated and is validly existing
        as a corporation under the laws of the State of Delaware, with power
        and authority (corporate and other) to own its properties and conduct
        its business as described in the Offering Memorandum, and has been duly
        qualified as a foreign corporation for the transaction of business and
        is in good standing under the laws of each other jurisdiction in which
        it owns or leases properties, or conducts any business, so as to
        require such qualification, other than where the failure to be so
        qualified or in good standing would not have a material adverse effect
        on the business, condition (financial or other), results of operations
        or prospects of the Company and the Subsidiaries, taken as a whole (a
        "Material Adverse Effect"); the authorized, issued and outstanding
        capital stock of the Company, as set forth in the Offering Memorandum,
        is owned by the persons and in the amounts as set forth therein; the
        shares of issued and outstanding capital stock of the Company have been
        duly authorized and validly issued and are fully paid and
        non-assessable; none of the outstanding shares of capital stock of the
        Company was issued in violation of any preemptive or other similar
        rights;

           (e)   the Company has no subsidiaries other than those set forth on
        Schedule B attached hereto (each a "Subsidiary" and together, the
        "Subsidiaries"); each of the Subsidiaries has been duly incorporated
        and, unless otherwise indicated on Schedule B, is validly existing as a
        corporation under the laws of its jurisdiction of incorporation, with
        power and authority (corporate and other) to own its properties and
        conduct its business as described in the Offering Memorandum, and has
        been duly qualified as a foreign corporation for the transaction of
        business and is in good standing under the laws of each jurisdiction in
        which its owns or leases properties or conducts any business, so as to
        require such qualification, other than where the failure to be so
        qualified or in good standing would not have a Material Adverse Effect;
        and all the outstanding shares of capital stock of the Subsidiaries has
        been duly authorized and validly issued, are fully-paid and
        non-assessable under the corporate laws of the jurisdiction of
        incorporation, and (except

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        as described in the Offering Memorandum) owned by the Company free and
        clear of all liens, encumbrances, security interests and claims;

           (f)   this Agreement has been duly authorized, executed and delivered
        by the Company and the Guarantors; (g) the Registration Rights
        Agreement has been duly authorized by each of the Company and the
        Guarantors, and when executed and delivered by them and (assuming the
        due authorization, execution and delivery by each of the Initial
        Purchasers) will constitute a valid agreement of the Company and the
        Guarantors and, subject to (i) the effect of applicable bankruptcy,
        insolvency, reorganization, moratorium, fraudulent conveyance and other
        laws affecting creditors' rights generally, (ii) general principles of
        equity and (iii) principles of public policy limiting the rights to
        enforce indemnification provisions (clauses (i), (ii) and (iii) being
        referred to collectively herein as the "Creditors' Rights
        Limitations"), will be binding and will be enforceable in accordance
        with its terms; and the Registration Rights Agreement will conform, in
        all material respects, to the description thereof in the Offering
        Memorandum;

           (h)   the Notes and the Exchange Notes have been duly authorized by
        the Company, and when issued and delivered pursuant to this Agreement
        (and the Registration Rights Agreement in the case of the Exchange
        Notes), will have been duly executed, issued and delivered and, when
        the Notes and the Exchange Notes are authenticated by the Trustee in
        accordance with the terms of the Indenture (assuming the due
        authorization, execution and delivery by the Trustee) and are delivered
        to and paid for by the Initial Purchasers in accordance with the terms
        of this Agreement (and the Registration Rights Agreement in the case of
        the Exchange Notes), will constitute valid obligations of the Company
        entitled to the benefits provided by the Indenture and, subject to the
        Creditors' Rights Limitations, will be binding and will be enforceable
        in accordance with their terms; and the Securities will conform, in all
        material respects, to the descriptions thereof in the Offering
        Memorandum;

           (i)   the Guarantees have been duly authorized by the Guarantors, and
        when the Notes or Exchange Notes, as the case may be, are issued and
        delivered pursuant to this Agreement (and the Registration Rights
        Agreement in the case of the Exchange Notes), will have been duly
        executed and delivered and, when the Notes or Exchange Notes, as the
        case may be, are authenticated by the Trustee in accordance with the
        terms of the Indenture (assuming the due authorization, execution and
        delivery by the Trustee) and are delivered to and paid for by the
        Initial Purchasers in accordance with the terms of this Agreement (and
        the Registration Rights Agreement in the case of the Exchange Notes),
        will constitute a valid obligation of the Guarantors and, subject to
        the Creditors' Rights Limitations, will be binding and will be
        enforceable in accordance with its terms;

           (j)   the Indenture has been duly authorized by the Company and the
        Guarantors and, when executed and delivered by each of the Company and
        the Guarantors (assuming the due authorization, execution and delivery
        by the Trustee), the Indenture will constitute a valid instrument of
        the Company and each such Guarantor and, subject to the Creditors'
        Rights Limitations, will be binding and will be enforceable in
        accordance with its terms; and the Indenture will conform, in all
        material respects, to the description thereof in the Offering
        Memorandum;

           (k)   the Security Documents have been duly authorized by the Company
        and the Guarantors party thereto and, when executed and delivered by
        each of the Company and such Guarantors, will constitute valid and
        legally binding obligations of the Company and such

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        Guarantors and, subject to the Creditors' Rights Limitations, will
        be binding and will be enforceable in accordance with their terms;
        and the Security Documents will conform, in all material respects,
        to the descriptions thereof in the Offering Memorandum;

           (l)   when executed and delivered by the Company and the Guarantors,
        the Security Documents will create, in favor of the Trustee for the
        benefit of the Secured Parties as security for all of the Secured
        Obligations, a valid and continuing security interest in the
        Collateral, and when the filings referred to in Section 4(e)(i) are
        made, such security interests will be perfected second priority
        security interests (subject to Priority Liens) to the extent that a
        security interest in such Collateral may be perfected by such filings.
        Each of the Issuers is a "registered organization" (as defined in
        Article 9 of the Uniform Commercial Code) under the law of the state in
        which it is identified in the Indenture as being organized;

           (m)   the Mortgages have each been duly authorized by the Company and
        the Guarantors party thereto and, when executed and delivered by the
        Company and such Guarantors, will constitute valid and legally binding
        obligations of the Company and such Guarantors, and will be binding and
        will be enforceable in accordance with their terms. When delivered at
        the Closing Date, each Mortgage will be delivered, duly acknowledged
        and attested and otherwise will be in recordable form, and when such
        Mortgage is filed for record and recorded in the filing office
        identified therein, the security interest described therein will
        constitute a duly perfected second priority security interest in favor
        of the Trustee for the benefit of the Secured Parties;

           (n)   as of the Closing Date, the representations and warranties
        contained in the Security Documents will be true and correct in all
        material respects;

           (o)   except for Priority Liens, the Collateral is not under the
        control or in the possession of any holder of a lien on such
        Collateral;

           (p)   the Company and the Guarantors own the Collateral free and
        clear of all Liens (other than Permitted Liens, as such term is
        defined in the Description of Notes section of the Offering
        Memorandum), and no Financing Statements (as defined below) in respect
        of any property or assets of the Company or any Guarantor will be on
        file in favor of any person other than those in respect of Permitted
        Liens; the Issuers have not authorized the filing of any Financing
        Statements except for those relating to Permitted Liens;

           (q)   none of the transactions contemplated by this Agreement
        (including, without limitation, the use of the proceeds from the sale
        of the Securities) will violate or result in a violation of Section 7
        of the Exchange Act, or any regulation promulgated thereunder,
        including, without limitation, Regulations T, U, and X of the Board of
        Governors of the Federal Reserve System;

           (r)   neither the Company nor any Subsidiary is, or with the giving
        of notice or lapse of time or both would be, in violation of or in
        default under its Certificate of Incorporation or By-Laws (or similar
        organizational documents) or any indenture, mortgage, deed of trust,
        loan agreement or other agreement or instrument to which it is a party
        or by which it or any of its properties is bound, except for
        violations and defaults which individually and in the aggregate would
        not have a Material Adverse Effect or are not material to the holders
        of the Securities as such; the issue and sale of the Securities and
        the performance by each of the Company and the Guarantors of all of
        the provisions of their obligations under the Offering Agreements and
        the consummation of the transactions herein and therein contemplated
        will not conflict with or result in a breach of any of the terms or
        provisions of, or constitute a default under, any indenture,

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        mortgage, deed of trust, loan agreement or other agreement or
        instrument to which the Company or any Guarantor is a party or by
        which the Company or any Guarantor is bound or to which any of the
        property or assets of the Company or any Guarantor is subject,
        except such as would not have a Material Adverse Effect, nor will
        any such action result in any violation of the provisions of the
        Certificate of Incorporation or By-Laws of the Company or any
        Guarantor or (assuming the accuracy of the representations by, and
        compliance with the agreements of, the several Initial Purchasers
        set forth in paragraph 2 of this Agreement) any applicable law or
        statute or any order, rule or regulation of any court or
        governmental agency or body having jurisdiction over the Company,
        any Guarantor or any of their respective properties; and no consent,
        approval, authorization, order, license, registration, filing with
        or qualification of or with any such court or governmental agency or
        body is required for the issue and sale of the Securities or the
        consummation by the Company or any Guarantor of the transactions
        contemplated by the Offering Agreements, except for: (i) such
        filings with respect to the perfection of the Trustee's security
        interests in the Collateral and the Real Property granted pursuant
        to the Security Documents; (ii) such consents, approvals,
        authorizations, registrations or qualifications as may be required
        under any state securities or Blue Sky Laws in connection with the
        purchase and distribution of the Securities by the Initial
        Purchasers and (iii) those that would not have a Material Adverse
        Effect;

           (s)   other than as set forth or contemplated in the Offering
        Memorandum, there are no legal or governmental investigations,
        actions, suits or proceedings pending or, to the knowledge of the
        Company, threatened against or affecting the Company or any Subsidiary
        or any of their respective properties or to which the Company or any
        Subsidiary is or may be a party or to which any property of the
        Company or any Subsidiary is or may be the subject which could
        individually or in the aggregate have, or reasonably be expected to
        have, a Material Adverse Effect and, to the best of the Company's
        knowledge, no such proceedings are threatened or contemplated by
        governmental authorities or threatened by others;

           (t)   neither the Company nor any affiliate (as defined in Rule
        501(b) of Regulation D under the Act ("Regulation D")) of the Company
        has directly, or through any agent, sold, offered for sale, solicited
        offers to buy or otherwise negotiated in respect of, any security (as
        defined in the Act) which is or will be integrated with the sale of
        the Securities in a manner that would require the registration under
        the Act of the offering contemplated by the Offering Memorandum;

           (u)   neither the Company, the Guarantors nor any person (other than
        the Initial Purchasers, as to which the Company makes no
        representation) acting on their behalf has offered or sold the
        Securities by means of any general solicitation or general advertising
        within the meaning of Rule 502(c) of Regulation D under the Act or,
        with respect to Securities sold outside the United States to non-U.S.
        persons (as defined in Rule 902 under the Act), by means of any
        directed selling efforts within the meaning of Rule 902 under the Act
        and the Company, the Guarantors and any of their affiliates and any
        person (other than the Initial Purchasers) acting on their behalf has
        complied with and will implement the "offering restrictions" within
        the meaning of such Rule 902 under the Act;

           (v)   neither the Company nor any of the Guarantors is, or will be
        after giving effect to the offering and sale of the Securities to be
        sold and the application of the proceeds from such sale (as described
        in the Offering Memorandum under the caption "Use of Proceeds"),
        required to register as an "investment company" within the meaning of
        the Investment Company Act of 1940, as amended;

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           (w)   assuming that the representations of the several Initial
        Purchasers set forth in Section 2 of this Agreement are true, correct
        and complete and assuming compliance by the several Initial Purchasers
        with its agreements in Section 2 of this Agreement, it is not
        necessary in connection with the offer, sale and delivery of the
        Securities in the manner contemplated by this Agreement to register
        the Securities under the Act or to qualify an indenture under the
        Trust Indenture Act of 1939, as amended (the "TIA");

           (x)   the Securities satisfy the requirements set forth in Rule
        144A(d)(3) under the Act;

           (y)   BDO Seidman, LLP, who have certified certain financial
        statements of the Company and its subsidiaries, are independent public
        accountants as required by the Act;

           (z)   the Company and the Subsidiaries have good and marketable title
        in fee simple to all material items of real property and good and
        marketable title to all material personal property owned by them, in
        each case free and clear of all liens, encumbrances and defects except
        Permitted Liens; and any real property and buildings held under lease
        by the Company or the Subsidiaries are held by them under valid,
        existing and enforceable leases (subject to the Creditors' Rights
        Limitations) with such exceptions as are not material and do not
        interfere with the use made or proposed to be made of such property by
        the Company or the Subsidiaries. The Company and the Subsidiaries own
        or possess, or have no reason to believe they cannot acquire on
        reasonable terms, adequate licenses or other rights to use all
        patents, trademarks, service marks, trade names, copyrights and
        know-how necessary to conduct the businesses now or proposed to be
        operated by them as described in the Offering Memorandum, except where
        the failure to own, possess or have the ability to acquire any such
        licenses or other rights could not, individually or in the aggregate,
        be reasonably expected to have a Material Adverse Effect, and neither
        the Company nor any Subsidiary has received any written or, to the
        best knowledge of the Company, oral notice of infringement of or
        conflict with asserted rights of others with respect to any patents,
        trademarks, service marks, trade names, copyrights or know-how which,
        if such assertion of infringement or conflict were sustained, would
        have a Material Adverse Effect;

           (aa)   the Company and the Subsidiaries have filed all federal,
        state, local and foreign tax returns which have been required to be
        filed and have paid all taxes shown thereon and all assessments
        received by them or any of them to the extent that such taxes have
        become due and are not being contested in good faith except in any
        case where the failure to file or pay would not individually or in the
        aggregate have a Material Adverse Effect, and, except as disclosed in
        the Offering Memorandum, the Company has no knowledge of any material
        tax deficiency which has been or might reasonably be expected to be
        asserted or threatened against the Company;

           (bb)   each of the Company and each Subsidiary owns, possesses or has
        obtained all material licenses, permits, certificates, consents,
        orders, approvals and other authorizations from, and has made all
        declarations and filings with, all federal, state, local and other
        governmental authorities (including foreign regulatory agencies), all
        self-regulatory organizations and all courts and other tribunals,
        domestic or foreign, necessary to own or lease, as the case may be,
        and to operate its properties and to carry on its business as
        conducted as of the date hereof, except to the extent that the failure
        to so obtain or file, individually or in the aggregate, could not
        reasonably be expected to have a Material Adverse Effect, and neither
        the Company nor any Subsidiary has received any actual notice, or is
        not aware, of any proceeding relating to revocation or modification of
        any such license, permit, certificate, consent, order, approval or
        other authorization, except as described in the Offering Memorandum;
        and each of the Company and each Subsidiary is in compliance with all
        laws and regulations relating to the conduct of its business as of the
        date hereof;

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           (cc)   there are no existing or, to the best knowledge of the
        Company, threatened labor disputes with the employees of the Company
        and the Subsidiaries which are likely to have a Material Adverse
        Effect;

           (dd)   each of the Company and each Subsidiary (i) is in compliance
        with any and all applicable federal, state and local laws and
        regulations relating to the protection of human health and safety, the
        environment or hazardous or toxic substances or wastes, pollutants or
        contaminants ("Environmental Laws"), (ii) has received all permits,
        licenses or other approvals required of it under applicable
        Environmental Laws to conduct its business and (iii) is in compliance
        or is in the process of complying with all terms and conditions of any
        such permit, license or approval, except in each of clauses (i), (ii)
        and (iii) above, where such noncompliance with Environmental Laws,
        failure to receive required permits, licenses or other approvals or
        failure to comply with the terms and conditions of such permits,
        licenses or approvals would not, individually or in the aggregate,
        reasonably be expected to have a Material Adverse Effect; associated
        costs and liabilities (including, without limitation, any capital or
        operating expenditures required for clean-up, closure of properties or
        compliance with Environmental Laws or any permit, license or approval,
        any related constraints on operating activities and any potential
        liabilities to third parties) would not, individually or in the
        aggregate, reasonably be expected to have a Material Adverse Effect;

           (ee)   each employee benefit plan, within the meaning of Section 3(3)
        of the Employee Retirement Income Security Act of 1974, as amended
        ("ERISA"), that is maintained, administered or contributed to by the
        Company or any affiliates of the Company for employees or former
        employees of the Company and its affiliates has been maintained, in
        all material respects, in compliance with its terms and the
        requirements of any applicable statutes, orders, rules and
        regulations, including but not limited to ERISA and the Internal
        Revenue Code of 1986, as amended (the "Code"); no prohibited
        transaction, within the meaning of Section 406 of ERISA or Section
        4975 of the Code has occurred with respect to any such plan excluding
        transactions effected pursuant to a statutory or administrative
        exemption and excluding transactions which would not have a Material
        Adverse Effect; and for each such plan which is subject to the funding
        rules of Section 412 of the Code or Section 302 of ERISA no
        "accumulated funding deficiency" as defined in Section 412 of the Code
        has been incurred, whether or not waived, and the fair market value of
        the assets of each such plan which is subject to Title IV of ERISA
        (excluding for these purposes accrued but unpaid contributions)
        exceeded the present value of all benefits accrued under such plan as
        determined using reasonable actuarial assumptions; and

           (ff)   The Incorporated Documents, when they were or are filed with
        the Commission, conformed or will conform in all material respects to
        the applicable requirements of the Exchange Act and the applicable
        rules and regulations of the Commission thereunder.

        5. Each of the Company and each Guarantor, jointly and severally,
covenants and agrees with the several Initial Purchasers as follows:

           (a)   before distributing any amendment or supplement to the Offering
        Memorandum, to furnish to the Initial Purchasers a copy of the
        proposed amendment or supplement for review and not to distribute any
        such proposed amendment or supplement to which the Initial Purchasers
        reasonably object;

           (b)   if, at any time prior to the completion of the initial
        placement of the Securities, any event shall occur as a result of
        which it is necessary to amend or supplement the Offering Memorandum
        in order that the Offering Memorandum does not contain an untrue
        statement of a

                                      9


<PAGE>


        material fact or omit to state a material fact necessary in order to
        make the statements therein, in the light of the circumstances when
        the Offering Memorandum is delivered to a purchaser, not misleading,
        or if it is necessary to amend or supplement the Offering Memorandum
        to comply with law, forthwith to prepare and furnish, at the expense
        of the Company, to the Initial Purchasers and to the dealers (whose
        names and addresses the Initial Purchasers will furnish to the
        Company) to which Securities may have been sold by an Initial
        Purchaser on behalf of such Initial Purchaser and to any other
        dealers upon request, such amendments or supplements to the Offering
        Memorandum as may be necessary so that the Offering Memorandum as so
        amended or supplemented will not contain an untrue statement of a
        material fact or omit to state a material fact necessary in order to
        make the statements therein, in the light of the circumstances when
        the Offering Memorandum is delivered to a purchaser, not misleading
        or so that the Offering Memorandum will comply with law;

           (c)   to cooperate with the Initial Purchasers and their counsel in
        connection with the registration or qualification of the Securities
        for offering and sale by the Initial Purchasers and by dealers under
        the securities or Blue Sky laws of such jurisdictions as you may
        designate and will file such consents to service of process or other
        documents necessary or appropriate in order to effect such
        registration or qualification; provided that in no event shall the
        Company or the Guarantors be obligated to qualify to do business in
        any jurisdiction where it is not now so qualified or to take any
        action that would subject it to taxation or service of process in
        suits, other than those arising out of the Offering or sale of the
        Securities, in any jurisdiction where it is not now so subject;

           (d)   so long as the Securities are outstanding, to furnish to the
        Initial Purchasers copies of all reports or other communications
        (financial or other) furnished to holders of Securities, and copies of
        any reports and financial statements furnished to or filed with the
        Commission or any national securities exchange;

           (e)   during the period beginning on the date hereof and continuing
        to and including 90 days following the Closing Date, not to offer,
        sell, contract to sell, or otherwise dispose of, directly or
        indirectly, or announce the offering of, any debt securities
        substantially similar to the Securities or securities convertible into
        such debt securities issued or governed by the Company and our
        wholly-owned Subsidiaries without the prior written consent of Lehman
        Brothers;

           (f)   to use the net proceeds received by the Company from the sale
        of the Securities pursuant to this Agreement in the manner specified
        in the Offering Memorandum under the caption "Use of Proceeds";
        provided, however, that the allocation between prepayment of the Term
        Loan A and Term Loan B (as listed under the caption "Use of Proceeds"
        in the Offering Memorandum) may change so long as (1) such change is
        in accordance with the Credit Agreement (as defined in the Indenture)
        and (2) the total net proceeds used to prepay the Term Loan A and the
        Term Loan B remains the same;

           (g)   to use its best efforts to cause such Securities to be eligible
        for the PORTAL trading system of the National Association of
        Securities Dealer, Inc.;

           (h)   to furnish to the holders of the Securities as soon as
        practicable after the end of each fiscal year an annual report
        (including a balance sheet and statements of income, stockholders'
        equity and cash flows of the Company and its wholly-owned Subsidiaries
        certified by independent public accountants) and, as soon as
        practicable after the end of each of the first three quarters of each
        fiscal year (beginning with the fiscal quarter ending after the date
        of the

                                      10


<PAGE>


        Offering Memorandum), consolidated summary financial information of
        the Company and its wholly-owned Subsidiaries of such quarter in
        reasonable detail;

           (i)   during the period of two years after the Closing Date, not to,
        and to use its best efforts not to permit any of its "affiliates" (as
        defined in Rule 144 under the Act) to, resell any of the Securities
        which constitute "restricted securities" under Rule 144 that have been
        reacquired by any of them;

           (j)   whether or not the transactions contemplated by this Agreement
        are consummated or this Agreement is terminated and in addition to any
        obligations they may have under any other agreements with the Initial
        Purchasers and/or their affiliates, to pay or cause to be paid all
        costs and expenses incident to the performance of their obligations
        hereunder, including without limiting the generality of the foregoing,
        all costs and expenses (i) incident to the preparation, issuance,
        execution, authentication and delivery of the Securities, including
        any expenses of the Trustee, (ii) incident to the preparation,
        printing and distribution of the Offering Memorandum and any
        preliminary offering memorandum (including in each case all exhibits,
        amendments and supplements thereto), (iii) incurred in connection with
        the registration or qualification and determination of eligibility for
        investment of the Securities under the laws of such jurisdictions as
        the Initial Purchasers may designate (including fees of counsel for
        the Initial Purchasers and their disbursements), (iv) in connection
        with the application for eligibility for trading of the Securities in
        the PORTAL trading system, (v) in connection with the printing
        (including word processing and duplication costs) and delivery of this
        Agreement, the Indenture, the Registration Rights Agreement, all Blue
        Sky Memoranda, if any, and the furnishing to the Initial Purchasers
        and dealers of copies of the Offering Memorandum, including mailing
        and shipping, as herein provided, (vi) payable to rating agencies in
        connection with the rating of the Securities, and (vii) incurred by
        the Company in connection with a "road show" presentation to potential
        investors;

           (k)   to take all reasonable action that is appropriate or necessary
        to assure that its offerings of other securities will not be
        integrated for purposes of the Act with the offerings contemplated
        hereby;

           (l)   not to solicit any offer to buy or offer to sell Securities by
        means of any form of general solicitation or general advertising
        within the meaning of Rule 502(c) of Regulation D under the Act;

           (m)   while the Securities remain outstanding and are "restricted
        securities" within the meaning of Rule 144(a)(3) under the Act, during
        any period in which it is not subject to Section 13 or 15(d) under the
        Exchange Act, to make available to the Initial Purchasers and any
        holder of Securities in connection with any sale thereof and any
        prospective purchaser of Securities, in each case upon request, the
        information specified in, and meeting the requirements of, Rule
        144A(d)(4) ("Rule 144A(d)(4) Information") under the Act (or any
        successor thereto); and

           (n)   not to take any action prohibited by Regulation M under the
        Exchange Act (or any successor provision) in connection with the
        distribution of the Securities contemplated hereby.

                                      11


<PAGE>


        6. The respective obligations of the Initial Purchasers hereunder to
purchase the Securities on the Closing Date are subject to the performance, in
all material respects, by each of the Company and the Guarantors of their
obligations hereunder and to the following additional conditions:

           (a)   the representations and warranties of each of the Company and
        the Guarantors contained herein are true and correct on and as of the
        Closing Date as if made on and as of the Closing Date and each of the
        Company and the Guarantors shall have complied, in all material
        respects, with all agreements and all conditions on its part to be
        performed or satisfied hereunder, or under the Security Documents, at
        or prior to the Closing Date;

           (b)   subsequent to the execution and delivery of this Agreement and
        prior to the Closing Date, there shall not have occurred any
        downgrading, nor shall any notice have been given of (i) any
        downgrading, (ii) any intended or potential downgrading or (iii) any
        review or possible change that does not indicate an improvement, in
        the rating accorded any securities of or guaranteed by the Company by
        any "nationally recognized statistical rating organization", as such
        term is defined for purposes of Rule 436(g)(2) under the Act;

           (c)   subsequent to the execution and delivery of this Agreement
        there shall not have occurred any of the following: (i) trading in
        securities generally on the New York Stock Exchange, the Nasdaq
        National Market or the American Stock Exchange or in the
        over-the-counter market, or trading in any securities of the Company
        on any exchange or in the over-the-counter market, has been suspended
        or minimum prices shall have been established on any such exchange or
        such market by the Commission, by such exchange or by any other
        regulatory body or governmental authority having jurisdiction; (ii) a
        material disruption in securities settlement, payment or clearance
        services in the United States; (iii) a banking moratorium has been
        declared by Federal or state authorities; (iv) any attack on, outbreak
        or escalation of hostilities or act of terrorism involving the United
        States, any declaration of war by Congress or any other national or
        international calamity, crisis or emergency if, in the judgment of the
        Initial Purchasers, the effect of any such attack, outbreak,
        escalation, act, declaration, calamity, crisis or emergency makes it
        impractical or inadvisable to proceed with completion of the offering
        or sale of and payment for the Securities; or (v) the occurrence of
        any other calamity, crisis (including without limitation as a result
        of terrorist activities), or material adverse change in general
        economic, political or financial conditions (or the effect of
        international conditions on the financial markets in the United States
        shall be such) as to make it, in the judgment of Lehman Brothers,
        impracticable or inadvisable to proceed with offering or delivery of
        the Securities being delivered on the Closing Date or that, in the
        judgment of Lehman Brothers, would materially and adversely affect the
        financial markets or the markets for the Securities and other debt
        securities.

           (d)   the Initial Purchasers shall have received on and as of the
        Closing Date a certificate of the Company signed for the Company by an
        executive officer of the Company with specific knowledge about the
        Company's and Guarantors' financial matters, satisfactory to the
        Initial Purchasers to the effect set forth in subsections (a) and (b)
        of this Section and to the further effect that there has not occurred
        any Material Adverse Change, or any development involving a
        Prospective Material Adverse Change, from those set forth or
        contemplated in the Offering Memorandum;

           (e)   the Trustee shall have received (with a copy for the Initial
        Purchasers) at the Closing Date:

                 (i) appropriately completed copies, which have been duly
            authorized for filing by the appropriate Person, of Uniform
            Commercial Code Financing Statements

                                      12


<PAGE>


            naming the Company and each Guarantor as debtors and the
            Trustee as the secured party, or other similar instruments or
            documents to be filed under the UCC of all jurisdictions as may
            be necessary or, in the reasonable opinion of the Trustee and
            its counsel, desirable to perfect the security interests of the
            Trustee pursuant to the Security Documents;

                (ii) appropriately completed copies, which have been duly
            authorized for filing by the appropriate Person, of Uniform
            Commercial Code Form UCC-3 termination statements, if any,
            necessary to release all Liens (other than Permitted Liens) of any
            Person in any Collateral described in the Security Documents
            previously granted by any Person;

               (iii) certified copies of Uniform Commercial Code Requests
            for Information or Copies (Form UCC-11), or a similar search
            report certified by a party acceptable to the Trustee, dated a
            date reasonably satisfactory to the Initial Purchasers, listing
            all effective financing statements which name the Company or any
            Guarantor (under its present name and any previous names) as the
            debtor, together with copies of such financing statements;

                (iv) confirmation reasonably satisfactory to the Initial
            Purchasers that the Mortgages have been duly filed and recorded in
            the appropriate offices for each of the Real Properties or
            arrangements reasonably satisfactory to the Trustee have been made
            therefor; and

                 (v) such other approvals, opinions or documents as the
            Initial Purchasers, the Trustee may reasonably request in form and
            substance satisfactory to each of them;

           (f)   all Uniform Commercial Code Financing Statements or other
        similar financing statements and Uniform Commercial Code Form UCC-3
        termination statements required pursuant to clause (e)(i) above or to
        terminate any financing statements (other than with respect to
        Permitted Liens) which are listed in the search reports referred to in
        clause (e)(ii) above shall have been delivered to CT Corporation
        System or another similar filing service company acceptable to the
        Trustee (the "Filing Agent"). The Filing Agent shall have acknowledged
        in a writing reasonably satisfactory to the Trustee and its counsel
        (i) the Filing Agent's receipt of all financing statements, (ii) that
        the financing statements have either been submitted for filing in the
        appropriate filing offices or will be submitted for filing in the
        appropriate offices within ten days following the Closing Date and
        (iii) that the Filing Agent will notify the Trustee and its counsel of
        the results of such submissions within 30 days following the Closing
        Date;

           (g)   the amendment to the existing Credit Agreement dated as of June
        21, 2000, amending the credit facility thereunder, substantially on
        the terms set forth in the Offering Memorandum, shall have become
        effective prior to or on the Closing Date on substantially the terms
        described in the Offering Memorandum; upon the effectiveness of such
        amendment the consummation of the transactions contemplated by this
        Agreement shall not conflict with the Company's Credit Agreement as
        then in effect; and the Initial Purchasers shall have received
        counterparts, conformed as executed, of such amendment to the Credit
        Agreement and such other documentation as they deem necessary to
        evidence the consummation thereof;

           (h)   Davis Polk & Wardwell, Counsel for the Company, shall have
        furnished to the Initial Purchasers their written opinion, dated the
        Closing Date in form and substance satisfactory to the Initial
        Purchasers, to the effect that:

                                      13


<PAGE>


                 (i) the Company has been duly incorporated and is validly
            existing as a corporation in good standing under the laws of
            Delaware with the corporate power and authority to own its
            properties and conduct its business as described in the Offering
            Memorandum;

                (ii) each Guarantor organized under the laws of the State of
            Delaware or New York is a corporation validly existing under the
            laws of its jurisdiction of incorporation with power and authority
            to enter into the Offering Agreements;

               (iii) to such counsel's knowledge, other than as set forth or
            contemplated in the Offering Memorandum, there are no legal or
            governmental investigations, actions, suits or proceedings (i)
            pending or threatened against or affecting the Company or the
            Subsidiaries or any of their respective properties or to which the
            Company or any Subsidiary is or may be a party or to which any
            property of the Company or any Subsidiary is or may be the subject
            which, if determined adversely to the Company or such Subsidiary,
            could individually or in the aggregate have, or reasonably be
            expected to have, a Material Adverse Effect or (ii) which seek to
            restrain, enjoin, prevent the consummation of or otherwise
            challenge the issuance or sale of the Securities in the manner
            contemplated by the Offering Memorandum or the consummation of the
            Offering or the Transactions; to such counsel's knowledge, no such
            proceedings are threatened by governmental authorities or by
            others;

                (iv) this Agreement has been duly authorized, executed and
            delivered by each of the Company and each Guarantor organized
            under the laws of the State of Delaware or New York;

                 (v) the Registration Rights Agreement has been duly
            authorized, executed and delivered by each of the Company and each
            Guarantor organized under the laws of the State of Delaware or New
            York and is a valid agreement of each of the Company and each such
            Guarantor and, subject to the Creditors' Rights Limitations, is
            binding and is enforceable against the Company and such Guarantor
            in accordance with its terms;

                (vi) the Guarantee has been duly authorized, executed and
            delivered by each Guarantor organized under the laws of the State
            of Delaware or New York and, and upon delivery to and payment for
            the Notes by the Initial Purchasers in accordance with the terms
            of this Agreement, will constitute a valid obligation of each such
            Guarantor and, subject to the Creditors' Rights Limitations, is
            binding and is enforceable against each such Guarantor in
            accordance with its terms;

               (vii) the Notes have been duly authorized, executed and
            delivered by the Company and, when duly authenticated in
            accordance with the terms of the Indenture and delivered to and
            paid for by the Initial Purchasers in accordance with the terms of
            this Agreement, will constitute valid obligations of the Company
            entitled to the benefits provided by the Indenture and, subject to

                                      14

<PAGE>


            the Creditors' Rights Limitations, are binding and are enforceable
            against the Company in accordance with their terms;

              (viii) the Indenture has been duly authorized, executed and
            delivered by the Company and each Guarantor organized under the
            laws of the State of Delaware or New York and (assuming the due
            authorization, execution and delivery by the Trustee) constitutes
            a valid agreement of the Company and each such Guarantor and,
            subject to the Creditors' Rights Limitations, is binding and is
            enforceable against the Company and each such Guarantor,
            respectively, in accordance with its terms;

                (ix) each of the Security Documents has been duly authorized,
            executed and delivered by the Company and each of the Guarantors
            party thereto and each Security Document (other than the
            Mortgages) constitutes a valid agreement of the Company and each
            such Guarantor and, subject to the Creditors' Rights Limitations,
            is binding and is enforceable against the Company and each such
            Guarantor, respectively, in accordance with its terms;

                 (x) each of the Security Agreement and the Pledge Agreement
            is effective to create, in favor of the Trustee for the benefit of
            the holders of the Securities, as security for the Secured
            Obligations, a valid security interest (the "Article 9 Security
            Interest") in the Company's and the Guarantors' right, title and
            interest in that portion of the Collateral, described therein in
            which a security interest may be created pursuant to Article 9 of
            the Uniform Commercial Code as in effect in the State of New York
            on the date hereof (the "UCC");

                (xi) to the extent that the filing of a Uniform Commercial
            Code financing statement in the filing office of the jurisdiction
            of organization of the Company or a Guarantor, as the case may be,
            is effective under the UCC of such jurisdiction to perfect a
            security interest in the Collateral of the Company or such
            Guarantor, as the case may be, the Article 9 Security Interest in
            the Collateral will be perfected upon the filing of Uniform
            Commercial Code financing statements;

               (xii) intentionally omitted;

              (xiii) other than the subject matter of subparagraphs (xv)
            and (xix), the issue and sale of the Securities and the
            performance by the Company and the Guarantors of their obligations
            under the Securities, the execution and delivery of the Offering
            Agreements and the consummation by the Company and the Guarantors
            of the transactions contemplated hereby and thereby will not
            conflict with or constitute or result in a breach or a default
            under or violation of any of (i) the terms or provisions of any
            agreement or instrument listed on Exhibit D to this Agreement,
            except that with respect to which a waiver or consent has been
            received as identified on Exhibit D (ii) the Certificate of
            Incorporation or By-Laws of the Company or such Guarantor, or
            (iii) any applicable United States federal or New York State
            statute or to the best of our knowledge, any United States federal
            or New York State order, decree, rule or regulation of any federal
            or New York State governmental agency or body or Delaware General
            Corporation Law, in each case that in such counsel's experience is
            normally applicable to general business corporations in relation
            to transactions of the type contemplated by this Agreement;

               (xiv) other than the subject matter of paragraphs (xi) and
            (xv), to their knowledge, no consent, approval, authorization,
            order, license, registration, filing with or qualification of or
            with any court or governmental agency or body is required for the
            issue and sale of the Securities or the consummation of the other
            transactions contemplated by this Agreement or the Indenture,
            except as may be required under state securities or Blue Sky laws
            in connection with the purchase and distribution of the Securities
            or the Exchange Notes or the federal securities laws with respect
            to the Exchange Notes;

                                      15


<PAGE>


                (xv) no registration under the Act of the Securities is
            required in connection with the sale of the Securities to the
            Initial Purchasers as contemplated by this Agreement and the
            Offering Memorandum or in connection with the initial resale of
            the Securities by the Initial Purchasers in accordance with
            Section 2 (including Annex I) of this Agreement, and prior to the
            commencement of the Exchange Offer or the effectiveness of the
            Shelf Registration Statement, the Indenture is not required to be
            qualified under the TIA, in each case assuming (i) that the
            purchasers who buy the Securities in the initial resales are
            qualified institutional buyers (as defined in Rule 144A under the
            Act) or non-U.S. Persons (as defined in Rule 902 under the Act)
            and (ii) the accuracy of the several Initial Purchasers'
            representations and those of the Company and the Guarantors
            contained in this Agreement regarding the absence of a general
            solicitation in connection with the sale of the Securities to the
            Initial Purchasers and the initial resales thereof (it being
            understood that such counsel need express no opinion as to any
            subsequent resale of any Notes);

               (xvi) the Securities satisfy the requirements set forth in
            Rule 144A(d)(3) under the Act;

              (xvii) the statements in the Offering Memorandum under
            "Description of Notes," insofar as such statements constitute a
            description of the legal matters, documents or proceedings
            referred to therein, fairly present the information called for
            with respect to such legal matters, documents or proceedings;

             (xviii) on the basis stated below, no facts have come to the
            attention of such counsel that lead such counsel to believe,
            except for the financial statements, related financial statement
            schedules, and other financial information contained in the
            Offering Memorandum as to which such counsel expresses no belief,
            that the Offering Memorandum, as of its date of issuance and, as
            amended or supplemented, if applicable, as of the Closing Date,
            contained an untrue statement of a material fact or omitted to
            state a material fact necessary in order to make the statements
            therein, in the light of the circumstances under which they were
            made, not misleading; and

               (xix) the Company is not and, after giving effect to the
            offering and sale of the Securities to be sold and the application
            of the proceeds from such sale (as described in the Offering
            Memorandum under the caption "Use of Proceeds") will not be
            required to registered as an "investment company" as defined in
            the Investment Company Act of 1940, as amended.

                  In rendering such opinions, such counsel may rely (A) as to
         matters involving the application of laws other than the federal laws
         of the United States, the corporate law of the State of Delaware and
         the laws of the State of New York, to the extent such counsel deems
         proper and to the extent specified in such opinion, if at all, upon
         an opinion or opinions (reasonably satisfactory to the Initial
         Purchasers' counsel) of other counsel, reasonably acceptable to the
         Initial Purchasers' counsel, familiar with the applicable laws; and
         (B) as to matters of fact, to the extent such counsel deems proper,
         on the representations and warranties made by the Company and the
         Guarantors herein, and certificates and statements of public
         officials and officers and other representatives of the Company and
         the Guarantors (and such counsel has not independently verified or
         investigated, nor does such counsel assume any responsibility for,
         the factual accuracy or completeness of such representations and
         warranties or certificates or of such factual statements). The
         opinion of such counsel for the Company shall state that the opinion
         of any such other counsel upon which they relied is in form
         satisfactory to such counsel and, in such

                                      16


<PAGE>


         counsel's opinion, the Initial Purchasers and they are justified in
         relying thereon. With respect to matters covered in subparagraph (xi)
         above, the opinion of such counsel shall opine only with respect to
         the laws of the State of New York, it being understood by the Initial
         Purchasers that local counsel, in the State of Delaware will furnish
         to the Initial Purchasers a written opinion meeting the requirements
         of this subsection with respect to matters covered in subparagraph
         (xi) involving the laws of the State of Delaware not later than 45
         days after the Closing Date. With respect to the matters to be
         covered in subparagraph (xviii) above counsel may state that their
         opinion and belief is based upon their participation in the
         preparation of the Offering Memorandum and any amendment or
         supplement thereto, and that since such counsel has not conducted any
         independent investigation with regard to the information set forth in
         the Offering Memorandum and any amendment or supplement thereto, such
         counsel is not passing upon and does not assume any responsibility
         for the accuracy, completeness or fairness of the statements
         contained therein except with respect to the opinions set forth in
         subparagraph (xvii) above.

                  The opinion of Davis Polk & Wardwell described above shall
         be rendered to the Initial Purchasers at the request of the Company
         and shall so state therein.

                  (i)   the Company shall have furnished to the Initial
         Purchasers a solvency certificate dated the Closing Date in form and
         substance satisfactory to the Initial Purchasers;

                  (j)   on the date of the issuance of the Offering Memorandum
         and also on the Closing Date, BDO Seidman, LLP shall have furnished
         to the Initial Purchasers letters, dated the respective dates of
         delivery thereof, in form and substance satisfactory to the Initial
         Purchasers, containing statements and information of the type
         customarily included in accountants "comfort letters" to the Initial
         Purchasers with respect to the financial statements and certain
         financial information contained in or incorporated by reference into
         the Offering Memorandum;

                  (k)  the Offering Agreements shall have been executed and
         delivered by the Company and the Guarantors to the extent that each
         is a party thereto, the Registration Rights Agreement being
         substantially in the form attached hereto as Annex II;

                  (l)   the Initial Purchasers shall have received on and as of
         the Closing Date an opinion of Latham & Watkins LLP, counsel to the
         Initial Purchasers, with respect to the validity of the Indenture and
         the Securities, and such other related matters as the Initial
         Purchasers may reasonably request, and such counsel shall have
         received such papers and information as they may reasonably request
         to enable them to pass upon such matters;

                  (m)   the Trustee shall have received evidence reasonably
         satisfactory to the Trustee that the Trustee shall have "control"
         (within the meaning of Section 9-104 of the Uniform Commercial Code)
         over any deposit accounts included in the Collateral (subject to the
         Permitted Liens);

                  (n)   the Initial Purchasers shall have received copies of the
         security documents creating the Priority Liens in form and substance
         satisfactory to the Initial Purchasers and their counsel; and

                  (o)   on or prior to the Closing Date, the Company shall have
         furnished to the Initial Purchasers such further certificates and
         documents as the Initial Purchasers shall reasonably request.

         7.   Indemnification and Contribution

                                      17


<PAGE>


                  (a)   The Company and each Guarantor, hereby agree, jointly
         and severally, to indemnify and hold harmless each Initial Purchaser,
         its directors, officers and employees and each person, if any, who
         controls any Initial Purchaser within the meaning of the Act, from
         and against any loss, claim, damage or liability, joint or several,
         or any action in respect thereof (including, but not limited to, any
         loss, claim, damage, liability or action relating to purchases and
         sales of Securities), to which that Initial Purchaser, director,
         officer, employee or controlling person may become subject, under the
         Act or otherwise, insofar as such loss, claim, damage, liability or
         action arises out of, or is based upon, (i) any untrue statement or
         alleged untrue statement of a material fact contained (A) in any
         Preliminary Offering Memorandum or the Offering Memorandum or in any
         amendment or supplement thereto or (B) in any materials or
         information provided to investors by, or with the approval of, the
         Company in connection with the marketing of the offering of the
         Securities ("Marketing Materials"), including any roadshow or
         investor presentations made to investors by the Company (whether in
         person or electronically, (ii) the omission or alleged omission to
         state in any Preliminary Offering Memorandum or the Offering
         Memorandum, or in any amendment or supplement thereto, or in any
         Marketing Materials, any material fact required to be stated therein
         or necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading or (iii) any
         act or failure to act or any alleged act or failure to act by any
         Initial Purchaser in connection with, or relating in any manner to,
         the Securities or the offering contemplated hereby, and that is
         included as part of or referred to in any loss, claim, damage,
         liability or action arising out of or based upon matters covered by
         clause (i) or (ii) above (provided that the Company and the
         Guarantors shall not be liable under this clause (iii) to the extent
         that it is determined in a final judgment by a court of competent
         jurisdiction that such loss, claim, damage, liability or action
         resulted directly from any such acts or failures to act undertaken or
         omitted to be taken by such Initial Purchaser through its gross
         negligence or willful misconduct), and shall reimburse each Initial
         Purchaser and each such director, officer, employee or controlling
         person promptly upon demand for any legal or other expenses
         reasonably incurred by that Initial Purchaser, director, officer,
         employee or controlling person in connection with investigating or
         defending or preparing to defend against any such loss, claim,
         damage, liability or action as such expenses are incurred; provided,
         however, that the Company and the Guarantors shall not be liable in
         any such case to the extent that any such loss, claim, damage,
         liability or action arises out of, or is based upon, any untrue
         statement or alleged untrue statement or omission or alleged omission
         made in any Preliminary Offering Memorandum or Offering Memorandum,
         or in any such amendment or supplement thereto, or in any Marketing
         Materials, in reliance upon and in conformity with written
         information concerning such Initial Purchaser furnished to the
         Company through the Initial Purchasers by or on behalf of any Initial
         Purchaser specifically for inclusion therein and; provided, further
         that with respect to any such untrue statement in or omission from
         any Preliminary Offering Memorandum, the indemnity agreement
         contained in this Section 7(a) shall not inure to the benefit of any
         Initial Purchaser to the extent that the sale to the person asserting
         any such loss, claim, damage or liability was an initial exempt
         resale by such Initial Purchaser and any such loss, claim, damage or
         liability of or with respect to such Initial Purchaser results from
         the fact that both (i) to the extent required by applicable law, a
         copy of the offering Memorandum was not sent or given to such person
         and (ii) the untrue statement in or omission from such Preliminary
         Offering Memorandum was corrected in the Offering Memorandum unless,
         in either case, such failure to deliver the Offering Memorandum was a
         result of the Company's or the Guarantors' failure to provide the
         Initial Purchasers sufficient quantities of the Offering Memorandum
         within a reasonable amount of time prior to such sale or such
         confirmation.. The foregoing indemnity agreement is in addition to
         any liability that the Company or the Guarantors may otherwise have
         to any Initial Purchaser or to any director, officer, employee or
         controlling person of that Initial Purchaser.

                                      18


<PAGE>


                  (b)   Each Initial Purchaser, severally and not jointly,
         hereby agrees to indemnify and hold harmless the Company, each
         Guarantor, their respective officers and employees, each of their
         respective directors, and each person, if any, who controls the
         Company or any Guarantor within the meaning of the Act, from and
         against any loss, claim, damage or liability, joint or several, or
         any action in respect thereof, to which the Company, any Guarantor or
         any such director, officer, employee or controlling person may become
         subject, under the Act or otherwise, insofar as such loss, claim,
         damage, liability or action arises out of, or is based upon, (i) any
         untrue statement or alleged untrue statement of a material fact
         contained in any Preliminary Offering Memorandum or the Offering
         Memorandum or in any amendment or supplement thereto or (ii) the
         omission or alleged omission to state in any Preliminary Offering
         Memorandum or the Offering Memorandum, or in any amendment or
         supplement thereto any material fact required to be stated therein or
         necessary to make the statements therein not misleading, but in each
         case only to the extent that the untrue statement or alleged untrue
         statement or omission or alleged omission was made in reliance upon
         and in conformity with written information concerning such Initial
         Purchaser furnished to the Company by or on behalf of that Initial
         Purchaser specifically for inclusion therein, and shall reimburse the
         Company, any Guarantor and any such director, officer, employee or
         controlling person for any legal or other expenses reasonably
         incurred by the Company, any Guarantor or any such director, officer,
         employee or controlling person in connection with investigating or
         defending or preparing to defend against any such loss, claim,
         damage, liability or action as such expenses are incurred. The
         foregoing indemnity agreement is in addition to any liability that
         any Initial Purchaser may otherwise have to the Company, any
         Guarantor or any such director, officer, employee or controlling
         person.

                  (c)   Promptly after receipt by an indemnified party under
         this Section 7 of notice of any claim or the commencement of any
         action, the indemnified party shall, if a claim in respect thereof is
         to be made against the indemnifying party under this Section 7,
         notify the indemnifying party in writing of the claim or the
         commencement of that action; provided, however, that the failure to
         notify the indemnifying party shall not relieve it from any liability
         that it may have under this Section 7 except to the extent it has
         been materially prejudiced by such failure and; provided, further,
         that the failure to notify the indemnifying party shall not relieve
         it from any liability that it may have to an indemnified party
         otherwise than under this Section 7. If any such claim or action
         shall be brought against an indemnified party, and it shall notify
         the indemnifying party thereof, the indemnifying party shall be
         entitled to participate therein and, to the extent that it wishes,
         jointly with any other similarly notified indemnifying party, to
         assume the defense thereof with counsel reasonably satisfactory to
         the indemnified party. After notice from the indemnifying party to
         the indemnified party of its election to assume the defense of such
         claim or action, the indemnifying party shall not be liable to the
         indemnified party under this Section 7 for any legal or other
         expenses subsequently incurred by the indemnified party in connection
         with the defense thereof other than reasonable costs of
         investigation; provided, however, that the Initial Purchasers shall
         have the right to employ counsel to represent jointly the Initial
         Purchasers and those Initial Purchasers and their respective
         directors, officers, employees and controlling persons who may be
         subject to liability arising out of any claim in respect of which
         indemnity may be sought by the Initial Purchasers against the Company
         or any Guarantor under this Section 7 if, in the reasonable judgment
         of the Initial Purchasers, it is advisable for the Initial Purchasers
         and those directors, officers, employees and controlling persons to
         be jointly represented by separate counsel, and in that event the
         fees and expenses of such separate counsel shall be paid by the
         Company or any Guarantor. No indemnifying party shall (i) without the
         prior written consent of the indemnified parties (which consent shall
         not be unreasonably withheld), settle or compromise or consent to the
         entry of any judgment with respect to any pending or threatened
         claim, action, suit or proceeding in respect of which indemnification
         or contribution may be sought hereunder (whether or not the
         indemnified parties are actual or potential parties to such claim or
         action)

                                      19


<PAGE>


         unless such settlement, compromise or consent includes an
         unconditional release of each indemnified party from all liability
         arising out of such claim, action, suit or proceeding, or (ii) be
         liable for any settlement of any such action effected without its
         written consent (which consent shall not be unreasonably withheld),
         but if settled with the consent of the indemnifying party or if there
         be a final judgment of the plaintiff in any such action, the
         indemnifying party agrees to indemnify and hold harmless any
         indemnified party from and against any loss or liability by reason of
         such settlement or judgment.

                  (d)   If the indemnification provided for in this Section 7
         shall for any reason be unavailable to or insufficient to hold
         harmless an indemnified party under Section 7(a) or 7(b) in respect
         of any loss, claim, damage or liability, or any action in respect
         thereof, referred to therein, then each indemnifying party shall, in
         lieu of indemnifying such indemnified party, contribute to the amount
         paid or payable by such indemnified party as a result of such loss,
         claim, damage or liability, or action in respect thereof, (i) in such
         proportion as shall be appropriate to reflect the relative benefits
         received by the Company and the Guarantors on the one hand and the
         Initial Purchasers on the other from the offering of the Securities
         or (ii) if the allocation provided by clause (i) above is not
         permitted by applicable law, in such proportion as is appropriate to
         reflect not only the relative benefits referred to in clause (i)
         above but also the relative fault of the Company and the Guarantors,
         on the one hand, and the Initial Purchasers on the other with respect
         to the statements or omissions that resulted in such loss, claim,
         damage or liability, or action in respect thereof, as well as any
         other relevant equitable considerations. The relative benefits
         received by the Company and the Guarantors, on the one hand, and the
         Initial Purchasers on the other with respect to such offering shall
         be deemed to be in the same proportion as the total net proceeds from
         the offering of the Securities purchased under this Agreement (before
         deducting expenses) received by the Company and the Guarantors on the
         one hand, and the total underwriting discounts and commissions
         received by the Initial Purchasers with respect to the Securities
         purchased under this Agreement, on the other hand, bear to the total
         gross proceeds from the offering of the Securities under this
         Agreement as set forth on the cover page of the Offering Memorandum.
         The relative fault shall be determined by reference to whether the
         untrue or alleged untrue statement of a material fact or omission or
         alleged omission to state a material fact relates to information
         supplied by the Company, the Guarantors or the Initial Purchasers,
         the intent of the parties and their relative knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. For purposes of the preceding two sentences, the net
         proceeds deemed to be received by the Company shall be deemed to be
         also for the benefit of the Guarantors and information supplied by
         the Company shall also be deemed to have been supplied by the
         Guarantors. The Company, the Guarantors, and the Initial Purchasers
         agree that it would not be just and equitable if contributions
         pursuant to this Section 7(d) were to be determined by pro rata
         allocation (even if the Initial Purchasers were treated as one entity
         for such purpose) or by any other method of allocation that does not
         take into account the equitable considerations referred to herein.
         The amount paid or payable by an indemnified party as a result of the
         loss, claim, damage or liability, or action in respect thereof,
         referred to above in this Section 7(d) shall be deemed to include,
         for purposes of this Section 7(d), any legal or other expenses
         reasonably incurred by such indemnified party in connection with
         investigating or defending any such action or claim. Notwithstanding
         the provisions of this Section 7(d), no Initial Purchaser shall be
         required to contribute any amount in excess of the amount by which
         the total price at which the Securities initially purchased by it
         were offered to the Eligible Purchasers exceeds the amount of any
         damages that such Initial Purchaser has otherwise paid or become
         liable to pay by reason of any untrue or alleged untrue statement or
         omission or alleged omission. No person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who was not guilty
         of such fraudulent misrepresentation. The

                                      20


<PAGE>


         Initial Purchasers' obligations to contribute as provided in this
         Section 7(d) are several in proportion to their respective
         underwriting obligations and not joint.

                  (e)   Each of the Initial Purchasers severally confirms and
         the Company and each of the Guarantors, acknowledges that the
         information set forth in the 3rd paragraph, the 5th sentence of the
         6th paragraph, 7th paragraph and 10th paragraph under the caption
         "Plan of Distribution" in the Offering Memorandum constitute the only
         information concerning the Initial Purchasers furnished in writing to
         the Company by or on behalf of the several Initial Purchasers
         specifically for inclusion in the Offering Memorandum.

         8.    Defaulting Initial Purchasers

                  (a)   If, on the Closing Date, any Initial Purchaser defaults
         in the performance of its obligations under this Agreement, the
         remaining non-defaulting Initial Purchaser shall be obligated to
         purchase the Securities that the defaulting Initial Purchaser agreed
         but failed to purchase on the Closing Date in the respective
         proportions that the number of Securities set opposite the name of
         each remaining non-defaulting Initial Purchaser in Schedule C hereto
         bears to the total number of Securities set opposite the names of all
         the remaining non-defaulting Initial Purchasers in Schedule C hereto;
         provided, however, that the remaining non-defaulting Initial
         Purchaser shall not be obligated to purchase any of the Securities on
         the Closing Date if the total number of Securities that the
         defaulting Initial Purchaser agreed but failed to purchase on such
         date exceeds 9.09% of the total number of Securities to be purchased
         on the Closing Date, and any remaining non-defaulting Initial
         Purchaser shall not be obligated to purchase more than 110% of the
         number of Securities that it agreed to purchase on the Closing Date
         pursuant to the terms of Section 3. If the foregoing maximums are
         exceeded, the remaining non-defaulting Initial Purchaser, or those
         other Initial Purchasers satisfactory to the Initial Purchasers who
         so agree, shall have the right, but shall not be obligated, to
         purchase, in such proportion as may be agreed upon among them, all
         the Securities to be purchased on the Closing Date. If the remaining
         Initial Purchaser or other Initial Purchasers satisfactory to the
         Initial Purchasers do not elect to purchase the Securities that the
         defaulting Initial Purchaser agreed but failed to purchase on the
         Closing Date, this Agreement shall terminate without liability on the
         part of any non-defaulting Initial Purchaser or the Company or the
         Guarantors, except that the Company and the Guarantors will continue
         to be liable for the payment of expenses to the extent set forth in
         Sections 6 and 11.

                  (b)   Nothing contained herein shall relieve a defaulting
         Initial Purchaser of any liability it may have to the Company or any
         Guarantor for damages caused by its default. If other Initial
         Purchasers are obligated or agree to purchase the Securities of a
         defaulting or withdrawing Initial Purchaser, either the remaining
         Initial Purchaser or the Company may postpone the Closing Date for up
         to seven full business days in order to effect any changes that in
         the opinion of counsel for the Company or counsel for the Initial
         Purchasers may be necessary in the Offering Memorandum or in any
         other document or arrangement.

         9.   Notwithstanding anything herein contained, this Agreement may be
terminated in the absolute discretion of the Initial Purchasers, by notice
given to the Company, if after the execution and delivery of this Agreement
(i) trading in securities generally on the New York Stock Exchange, the
American Stock Exchange, the Chicago Board Options Exchange, the Chicago
Mercantile Exchange or in the over-the-counter market, or trading of any
securities of or guaranteed by the Company on any exchange or in the
over-the-counter market, shall have been suspended or the settlement of such
trading generally shall have been materially disrupted or minimum prices shall
have been established on any such exchange or such market by the Commission,
by such exchange or by any other regulatory body or governmental authority
having jurisdiction, (ii) a banking moratorium shall have been declared by
either

                                      21


<PAGE>


Federal or state authorities or (iii) there shall have occurred (A)
such a material adverse change in general economic, political or financial
conditions (or the effect of international conditions on the financial markets
in the United States shall be such), including, without limitation, as a
result of terrorist activities, (B) an engagement of the United States in
hostilities (other than in Iraq or Afghanistan), (C) an escalation in
hostilities involving the United States, (D) a declaration of a national
emergency or war by the United States or (E) any calamity or crisis, after the
date hereof, as to make it, in the judgment of the Initial Purchasers,
impracticable or inadvisable to market the Securities on the terms and in the
manner contemplated in the Offering Memorandum.

         10.   This Agreement shall become effective upon the execution and
delivery hereof by the parties hereto.

         11.   If this Agreement shall be terminated by the Initial Purchasers,
because of any failure or refusal on the part of any of the Issuers to comply
with the terms or to fulfill any of the conditions of this Agreement, or if
for any reason any of the Issuers shall be unable to perform its obligations
under this Agreement or any condition of the Initial Purchasers' obligations
cannot be fulfilled other than solely by reason of a default by the Initial
Purchasers in payment for the Securities on the Closing Date, the Company
agrees to reimburse each Initial Purchaser for all out-of-pocket expenses
(including the fees and expenses of its counsel) reasonably incurred by such
Initial Purchaser in connection with this Agreement or the offering
contemplated hereunder.

         12.   This Agreement shall inure to the benefit of and be binding upon
the Company, the several Initial Purchasers, any controlling persons referred
to herein and their respective successors and assigns. Nothing in this
Agreement is intended or shall be construed to give any other person, firm or
corporation any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision herein contained. No purchaser of
Securities from the Initial Purchasers shall be deemed to be a successor by
reason merely of such purchase.

         13.   All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Initial Purchasers
shall be given to them at the following address: Lehman Brothers Inc., 101
Hudson Street, Jersey City, New Jersey 07302; Attention: Syndicate Department,
(Fax: (201) 524-5980). Notices to the Company shall be given to them at the
following address: Tekni-Plex, Inc., 201 Industrial Parkway, Somerville, New
Jersey 08876; Attention: Dr. F. Patrick Smith; with a copy to Davis Polk &
Wardwell, 450 Lexington Avenue, New York, NY 10017; Attention: Francis
Morison, Esq.

         14.   This Agreement may be signed in counterparts, each of which shall
be an original and all of which together shall constitute one and the same
instrument.

         15.   Pursuant to Section 5-1401 of the General Obligations Laws of the
State of New York, this Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
any other conflicts of laws provisions.

                                      22


<PAGE>


         If the foregoing is in accordance with your understanding, please sign
and return four counterparts hereof.

                                            Very truly yours,


                                            TEKNI-PLEX, INC.


                                            By: /s/ F. Patrick Smith
                                                -------------------------------
                                                Name:  F. Patrick Smith
                                                Title: Chief Executive Officer


Accepted:  November 12, 2003
LEHMAN BROTHERS INC.


By: /s/ Michael Konigsberg
   ---------------------------
   Name:  Michael Konigsberg
   Title: Managing Director


Accepted:  November 12, 2003
CITIGROUP GLOBAL MARKETS INC.


By: /s/ Thomas Faherty
   -----------------------
   Name:  Thomas Faherty
   Title: Vice President





<PAGE>


         Each of the undersigned by its execution hereof agrees to become a
party to this Agreement as a Guarantor as of the date set forth above:


                         PURETEC CORPORATION
                         PLASTIC SPECIALTIES AND TECHNOLOGIES, INC.
                         PLASTIC SPECIALTIES AND TECHNOLOGIES INVESTMENTS, INC.
                         BURLINGTON RESINS, INC.
                         DISTRIBUTORS RECYCLING, INC.
                         REI DISTRIBUTORS, INC.
                         ALUMET SMELTING CORP
                         NATVAR HOLDINGS, INC
                         TRI-SEAL HOLDINGS, INC
                         TP-ELM ACQUISITION SUBSIDIARY, INC.
                         TPI Acquisition Subsidiary, Inc.
                                  collectively, the Guarantors


                         By: /s/ Kenneth W.R. Baker
                             ------------------------------
                             Name:  Kenneth W.R. Baker
                             Title: President and Chief Operating Officer





<PAGE>


                                                                       ANNEX I

                  (A) In addition to offers pursuant to clause (B)(1) of
         paragraph 2(ii) of the Agreement, the Initial Purchasers intend to
         offer and sell the Securities in accordance with Regulation S under
         the Act. Accordingly, each of the Initial Purchasers severally agrees
         that neither it, its affiliates nor any persons acting on its or their
         behalf has engaged or will engage in any directed selling efforts
         within the meaning of Rule 902 under the Act with respect to the
         Securities and it and they have complied and will comply with the
         offering restrictions requirement of Regulation S. Each of the Initial
         Purchasers severally agrees that, at or prior to confirmation of sale
         of Securities (other than a sale pursuant to and in accordance with
         paragraph 2(ii) of the Agreement to purchasers described in clause
         (B)(1) thereof), it will have sent to each distributor, dealer or
         person receiving a selling concession, fee or other remuneration that
         purchases Securities from it during the restricted period a
         confirmation or notice to substantially the following effect:

                           "The Securities covered hereby have not been
                  registered under the United States Securities Act of 1933, as
                  amended (the "Act"), and may not be offered, sold or
                  delivered within the United States or to, or for the account
                  or benefit of, U.S. persons (i) as part of their distribution
                  at any time or (ii) otherwise until 40 days after the later
                  of the commencement of the offering and the closing date,
                  except in either case in accordance with Regulation S (or
                  Rule 144A if available) under the Act. Terms used above have
                  the meaning given to them by Regulation S."

         Terms used in this paragraph have the meanings given to them by
         Regulation S.

                  Each of the Initial Purchasers severally agrees that it has
         not entered and will not enter into any contractual arrangement with
         respect to the distribution or delivery of the Securities in
         accordance with this paragraph (A), except with its affiliates or with
         the prior written consent of the Company.

                  (B) Each of the Initial Purchasers severally represents and
         agrees that (i) it has not offered or sold, and prior to the date six
         months after the Closing Date will not offer or sell any Securities to
         persons in the United Kingdom except to persons whose ordinary
         activities involve them in acquiring, holding, managing or disposing
         of investments (as principal or agent) for the purposes of their
         businesses or otherwise in circumstances which have not resulted and
         will not result in an offer to the public in the United Kingdom within
         the meaning of the Public Offers of Securities Regulations 1995, (ii)
         it has complied, and will comply, with all applicable provisions of
         the Financial Services Act 1986 with respect to anything done by it in
         relation to the Securities in, from or otherwise involving the United
         Kingdom, and (iii) it has only issued or passed on, and will only
         issue or pass on, in the United Kingdom, any document received by it
         in connection with the issuance of the Securities to a person who -is
         of a kind described in Article 11(3) of the Financial Services Act
         1986 (Investment Advertisements) (Exemptions) Order 1996 or is a
         person to whom such document may otherwise lawfully be issued or
         passed on.

                  (C) Each of the Initial Purchasers severally agrees that it
         will not directly or indirectly offer, sell or deliver any of the
         Securities or distribute any offering memorandum, prospectus or other
         document or information in any jurisdiction outside the United States
         except under circumstances that will result in compliance with the
         applicable laws thereof, and that it will take at its own expense
         whatever action is required to permit its purchase and resale of the
         Securities in such jurisdictions. The Initial Purchasers understand
         that no action has been taken

                                    A-I-1


<PAGE>


         by the Company to permit a public offering in any jurisdiction
         outside the United States where action would be required for such
         purposes. Each of the Initial Purchasers severally agrees not to
         cause any advertisement of the Securities to be published in any
         newspaper or periodical or posted in any public place and not to
         issue any circular relating to the Securities in any jurisdiction
         outside of the United States. Without prejudice to the generality of
         the foregoing, the Initial Purchasers are not authorized to give any
         information or to make any representation in connection with the
         offering or sale of the Securities other than those contained in the
         Offering Memorandum.

                                    A-I-2


<PAGE>

                                                                      ANNEX II

                    [Form of Registration Rights Agreement]


                                    A-II-1

<PAGE>


                                                                    SCHEDULE A



                   Schedule of Real Property to be Mortgaged

1.    252 Hosea Road
      Lawrenceville, Georgia 30245
      County: Gwinnett

2.    1060 Route 10 East
      Clinton, Illinois 61727
      County: DeWitt

3.    9509 and 9611 Winona Avenue
      Schiller Park, Illinois
      County: Cook

4.    2110 Patterson Street
      Decatur, Indiana
      County: Adams

5.    36 Beverly Road
      Burlington, New Jersey 08016
      County: Burlington

6.    112 Church Street
      Flemington, New Jersey 08822
      County: Hunterdon

7.    101 Railroad Avenue
      Ridgefield, New Jersey 07657
      County: Bergen

8.    18 Green Pond Road
      Rockaway, New Jersey 07866
      County: Morris

9.    201 Industrial Parkway
      Somerville, New Jersey 08876
      County: Somerset

10.   8720 U.S. Highway 70
      Clayton, North Carolina 27520
      County: Johnston

11.   102 Airport Road
      McKenzie, Tennessee 38201
      County: Carroll

12.   700 Jewel Drive
      Waco, Texas 76712
      County: McLennan

13.   1121 South Columbia Street
      Wenatchee, Washington 98801
      County: Chelan

                                    S-A-1

<PAGE>

14.   4700 South Westmoreland Road
      Dallas, Texas
      County: Dallas

15.   201 East Beal Avenue
      Bucyrus, Ohio
      County: Crawford

                                    S-A-2


<PAGE>


                                                                    SCHEDULE B

Domestic Subsidiaries

PureTec Corporation (Delaware)
Plastic Specialties and Technologies. Inc. (Delaware)
Plastic Specialties and Technologies Investments, Inc. (Delaware)
Burlington Resins, Inc. (Delaware)
Distributors Recycling, Inc. (New Jersey)
REI Distributors Inc. (New Jersey)
Alumet Smelting Corporation (New Jersey)*
Natvar Holdings, Inc. (Delaware)
Tri-Seal Holdings, Inc. (Delaware)
TP-Elm Acquisition Subsidiary, Inc. (Delaware)
TPI Acquisition Subsidiary, Inc. (Delaware)
Pure Tech APR, Inc. (New York)*
Coast Recycling North, Inc. (California)*
Pure Tech Recycling of California (California)*

Foreign Subsidiaries

PurePlast Acquisition Limited (Nova Scotia)
PurePlast Inc. (Ontario)
Tekni-Plex Europe, N.V. (Belgium)
Action Technology Italia S.p.A (Italy)
Colorite Europe, Ltd. (Northern Ireland)
Colorite Plastics Canada Ltd. (Ontario)
Tekni-Plex Holdings (Canada) Ltd. (Nova Scotia)
Tekni-Plex Argentina, S.A. (Argentina)
Tekni-Plex, Inc. (Singapore)

___________________________

*   De minimus Subsidiary


                                     S-B


<PAGE>


                                                                    SCHEDULE C


                                                             Principal Amount
                              Initial Purchasers                 of Notes
                              ------------------             -----------------
Lehman Brothers. Inc.................................           $165,000,000
Citigroup Global Markets Inc.........................           $110,000,000
Total................................................           $275,000,000


                                     S-C


<PAGE>



                                                                    SCHEDULE D


                  1. Credit Agreement dated as of June 21, 2000 among
         Tekni-Plex, Inc., the Guarantors party thereto, the Lendors party
         thereto, the LC Issuing Banks referred to therein and Morgan Guaranty
         Trust Company of New York, as Agent, as amended thereafter.

                  2. Security Agreement dated as of June 21, 2000 between
         Tekni-Plex, Inc., and Morgan Guaranty Trust Company of New York, as
         Agent.

                  3. Pledge Agreement dated as of June 21, 2000 between
         Tekni-Plex, Inc. and Morgan Guaranty Trust Company of New York, as
         Agent.

                  4. The Mortgages, as defined in the Credit Agreement dated as
         of June 21, 2000 among Tekni-Plex, Inc., the Guarantors party thereto,
         the Lendors party thereto, the LC Issuing Banks referred to therein
         and Morgan Guaranty Trust Company of New York, as Agent.

                  5. The Indenture dated as of June 21, 2000 among Tekni-Plex,
         Inc., the Guarantors party thereto and HSBC Bank USA, as Trustee.

                  6. The Supplemental Indenture dated as of May 6, 2002 among
         Tekni-Plex, Inc., TPI Acquisition Subsidiary, Inc. and HSBC Bank USA,
         as Trustee.

                  7. The Second Supplemental Indenture dated as of August 22,
         2002 among Tekni-Plex, Inc., TPI/Elm Acquisition Subsidiary and HSBC
         Bank USA, as Trustee

                  8. Recapitalization Agreement dated as of April 12, 2000
         among Tekni-Plex, Inc., Tekni-Plex Partners LLC, MST/TP Partners L.P.,
         MST/TP Holding, Inc., MST Partners, L.P., MST Offshore Partners C.V.,
         MST Management, L.P., MST Offshore Management N.V., Weston Presidio
         Offshore Capital C.V., Weston Presidio Capital III L.P., WPC
         Entrepreneur Fund L.P., SBIC Partners L.P., J.P. Morgan Capital
         Corporation, Tekni-Plex Management LLC, Dr. F. Patrick Smith, Kenneth
         W.R. Baker, Arthur P. Witt and William L. Daugherty, and for certain
         purposes, Gregory J. Forrest, J. Andrew McWethy, Stephen R. Rusmisel,
         Barry A. Solomon and Stephen A. Tuttle.

                  9. Investor Purchase Agreement dated as of April 12, 2000
         among Tekni-Plex Partners LLC, J.P. Morgan Capital Corporation, Weston
         Presidio Capital III L.P., WPC Entrepreneur Fund L.P., Tekni-Plex
         Management LLC, Dr. F. Patrick Smith, Arthur P. Witt, Kenneth W.R.
         Baker and for purposes of Section 4(d), Tekni-Plex, Inc.

                  10. Investors' Agreement dated as of June 21, 2000 among
         Tekni-Plex, Inc., Tekni-Plex Partners LLC, MST/TP Partners LLC, Dr. F.
         Patrick Smith, Michael F. Cronin and Tekni-Plex Management LLC.


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