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                       STAY BONUS AGREEMENT [under age 40]


         Agreement ("Agreement") made this day of November, 1997, between
PureTec Corporation ("Employer") and ("Employee").

         The parties agree as follows:

         1. In view of the contemplated purchase of Employer's stock by
Tekni-Plex, Inc. ("Tekni-Plex"), and in order to provide a successful transition
of ownership and management, Employer has agreed to provide a stay bonus
(pursuant to the terms and conditions set forth herein), as an incentive to
Employee to remain in its employ.

         2. Subject to the terms and conditions provided herein, the amount of
the stay bonus which Employee is eligible to receive is $ , less normal
deductions (the "Stay Bonus").

         3. In order to earn and be entitled to receive the Stay Bonus, the
following conditions must be met by Employee:

                  a.       Employee must remain in Employer's employ at least 45
                           days after the merger between Employer and Tekni-Plex
                           is effective. If Employee voluntarily resigns or is
                           terminated for cause during the 45 days after the
                           merger between Employer and Tekni-Plex is effective,
                           Employee will not be eligible to receive the Stay
                           Bonus. Employee will receive the Stay Bonus if,
                           during 45 days after the merger between Employer and
                           Tekni-Plex is effective, Employee is terminated
                           without cause.

                  b.       Employee must regularly report for work and promote
                           the interests of Employer.

                  c.       Employee will use Employee's full time and efforts in
                           the discharge of Employee's assigned services and
                           duties. Employee will at all times faithfully and
                           industriously and to the best of Employee's ability,
                           experience and talents perform all of the services
                           and duties that may be required to the satisfaction
                           of Employer. Such services and duties shall be
                           rendered at such place or places as Employer shall
                           require, or as the interests, needs, business and
                           opportunities of Employer shall require or deem
                           advisable.

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         4. The Stay Bonus will be paid to Employee after 45 days following the
date that the merger between Employer and Tekni-Plex is effective.

         5. Participation in this Stay Bonus Agreement will not be a cause to

disqualify an Employee from participation in any Severance Pay Plan for which
the Employee might otherwise be eligible.

         6. After the 45 days following the merger between Employer and
Tekni-Plex is effective, Employee shall be employed by Employer on an at-will
basis, and may be terminated at any time, with or without cause or notice.

         7. Dispute Resolution Procedure. If a Claim (as defined below) arises,
whether or not arising out of Employee's employment, termination of employment,
or otherwise, that the Employer may have against Employee, or that Employee may
have against the Employer or against its parent, subsidiaries, affiliated
entities of any of the foregoing, the shareholders, officers, directors,
employees, agents or any other representatives of any of the foregoing, such
Claim shall be resolved in accordance with the procedure set forth below. A
Claim must be processed in the manner set forth below, otherwise the Claim shall
be void and deemed waived even if there is a federal or state statute of
limitations which would allow more time to pursue the Claim.

                  a.       Within one (1) year from the date that the aggrieved
                           party knew or should have known of the facts that
                           gave rise to the Claim, the aggrieved party must give
                           written notice of the Claim to the other party
                           hereto. The parties will hold informal discussions
                           and attempt to resolve the Claim. If written notice
                           of the Claim is not given within the one (1) year
                           period, the Claim will be deemed to be time- barred.

                  b.       If the Claim is not resolved within 30 days after
                           written notice of the Claim was given pursuant to
                           paragraph 6.a., the parties agree to immediately
                           participate in good faith in a mediation conducted
                           pursuant to the Employment Dispute Resolution Rules
                           of the American Arbitration Association ("AAA"). If
                           the mediation fails to resolve the Claim, either
                           party may initiate arbitration by serving upon the
                           other party written Demand for Arbitration and by
                           filing the Demand for Arbitration in conformance with
                           the rules of the AAA. The written Demand for
                           Arbitration must be served within 45 days after the
                           conclusion of the mediation.


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                  c.       The written Demand for Arbitration shall describe the
                           factual basis of all Claims asserted, and shall be
                           served upon the other party hereto by certified or
                           registered mail, return-receipt requested. If Demand
                           for Arbitration is not served within the applicable
                           time period, the Claim will be deemed to be
                           time-barred.


                  d.       Written notice or Demand for Arbitration, or both, to
                           Employee will be mailed to Employee's address as it
                           appears in the Employer's records. Written notice or
                           Demand for Arbitration, or both, to the Employer, or
                           its officers, directors, employees or agents, shall
                           be sent to: Tekni-Plex, Inc., 201 Industrial Parkway,
                           Somerville, NJ 08876, Attention: Dr. F. Patrick
                           Smith.

                  e.       The arbitration shall be conducted in accordance with
                           the then-current National Rules for the Resolution of
                           Employment Disputes of the AAA before a single
                           arbitrator.

                           (1)       At least fourteen (14) days before the
arbitration, the parties must exchange lists of witnesses, including any
experts, and copies of all exhibits intended to be used at the arbitration.

                           (2)      The arbitrator will have no authority to: 
                           (a) adopt new Employer policies or procedures; (b)
modify this Agreement or existing Employer policies, procedures, wages or
benefits; or (c) in the absence of a written waiver pursuant to paragraph 6.k.,
below, hear or decide any matter that was not processed in accordance with this
Agreement. The arbitrator shall have exclusive authority to resolve any Claim,
including, but not limited to, any contention that all or any part of this
Agreement is void or voidable. The arbitrator will have the authority to award
any form of remedy or damages that would be available in a court of law.

                           (3)      The parties shall each pay one-half of the 
                           fees of the American Arbitration Association and the
arbitrator. The parties will pay their own attorneys' fees and expenses
associated with the arbitration.

                  f.       EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT
                           TRIAL. THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY
                           CLAIM IS ARBITRATION AS PROVIDED IN THIS AGREEMENT.
                           Subject to paragraph 6.i., neither party shall
                           initiate or prosecute any lawsuit in any way related
                           to any Claim covered by this Agreement. To the extent
                           permitted by law, Employee agrees not to initiate or
                           prosecute

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                           against Employer any administrative action (other
                           than an administrative charge of discrimination) in
                           any way related to any Claim covered by this
                           Agreement.

                  g.       The arbitration will be conducted in private, and
                           will not be open to the public or the media. The

                           testimony and other evidence presented, and the
                           results of the arbitration, unless otherwise agreed
                           to in writing by both parties, are confidential and
                           may not be made public or reported in any way or
                           through any means, including, but not limited to, any
                           news agency or legal publisher or service, except
                           pursuant to a court order, provided that Employer or
                           Employee shall give written notice, as soon as
                           reasonably practicable after it becomes aware or
                           should have become aware of any judicial proceeding
                           to enable the other to seek a protective order before
                           disclosure occurs.

                  h.       The arbitrator shall render a written decision and
                           award (the "Award"), which shall set forth the facts
                           and reasons that support the Award. The Award shall
                           be final and binding on Employer and Employee.

                  i.       The term "Claim" is defined to include, but is not
                           limited to, controversies relating to: compensation
                           or benefits, breach of any contract, torts,
                           discrimination under state, federal or local law; and
                           violation of any federal, state, or other
                           governmental law, statute, regulation, or ordinance.
                           However, this Dispute Resolution Procedure shall not
                           apply to any Claim for workers' compensation or
                           unemployment benefits. Claims by Employer for
                           injunctive and/or other equitable relief for any
                           Claim including, but not limited to, (i) unfair
                           competition, (ii) the use and/or unauthorized
                           disclosure of proprietary information, or (iii) the
                           solicitation or influence of Employer's employees,
                           may at Employer's election be brought either in
                           arbitration or in a court. If Employer seeks
                           injunctive relief in court, it may then proceed with
                           arbitration under this Agreement.

                  j.       For the purpose of this paragraph 6, the term
                           "Employer" is defined to include PureTec and
                           Tekni-Plex, and their shareholders, officers and
                           directors, their parent and all subsidiary and
                           related or affiliated entities and their
                           shareholders, officers and directors, all benefit
                           plans, the benefit plans' sponsors, fiduciaries,
                           administrators, affiliates, and all successors and
                           assigns of any of them.


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                  k.       Either party, in their sole discretion, may, in
                           writing, waive, in whole or in part, the other's

                           failure to follow any time limit or other requirement
                           set forth in this Agreement. Any such waiver shall
                           not be deemed the waiver of any other time limit or
                           requirement or any subsequent failure to follow any
                           time limit or other requirement.

         8. Employee, for Employee and for Employee's heirs, executors,
administrators, successors, and assigns, does hereby fully and forever release
and discharge Tekni-Plex and PureTec, and their parent, affiliated and
subsidiary corporations and related entities, including its, and their
shareholders, employees and former employees, agents, directors, officers,
attorneys, predecessors, successors, assigns, heirs, executors, administrators,
and all other persons, firms, corporations, associations, partnerships, or
entities having any legal relationship to any of them, of and from any and all
claims, demands, causes of action, charges and grievances, of whatever kind or
nature, whether known or unknown, suspected or unsuspected, which Employee now
owns or holds or has at any time before this date owned or held against any of
them, including, but not limited to, any and all claims, demands, causes of
action, charges, and grievances: (1) which are alleged about, set forth in,
arise out of, or are in any way connected with any transactions, occurrences,
acts or omissions concerning any loss, damage or injury whatsoever resulting
from any act committed or omission made prior to the effective date of this
Agreement; (2) which are alleged about, set forth in, arise out of, or are in
any way connected with Employee's employment with Employer, or the termination
of Employee's employment with Employer; or (3) which are related to or concern
(i) violation of local, state or federal law, including but not limited to the
Worker Adjustment and Retraining Notification Act ("WARN"); and (ii) wrongful
termination, breach of the covenant of good faith and fair dealing, intentional
or negligent infliction of emotional distress, defamation, invasion of privacy,
breach of employment contract, fraud or negligent misrepresentation, or any
other tort cause of action. Any and all benefits and amounts paid to or on
behalf of Employee shall apply toward any obligation of Employer under WARN, if
any.

         9. If any term or provision of this Agreement is held to be invalid or
unenforceable, the remaining portions of this Agreement will continue to be
valid and will be performed, construed and enforced to the fullest extent
permitted by law, and the invalid or unenforceable term will be deemed amended
and limited in accordance with the intent of the parties, as determined from the
face of the Agreement, to the extent necessary to permit the maximum
enforceability or validation of the term or provision.

         10. This Agreement constitutes and contains the entire agreement and
understanding between the parties and supersedes and replaces all prior
negotiations and

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agreements proposed or otherwise, whether written or oral, concerning the
subject matter of this Agreement. This is an integrated document.

         NOTICE: BY SIGNING THIS AGREEMENT, YOU ARE AGREEING

         THAT ALL DISPUTES WILL BE DECIDED BY NEUTRAL
         ARBITRATION, AND YOU ARE GIVING UP YOUR RIGHT TO A JURY
         TRIAL OR COURT TRIAL
         (SEE PARAGRAPH 7.f.).

                                           DATE:



                                          (Employee Signatu)


                                          DATE:


                                          PureTec Corporation



                                          By:



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