Exhibit
      10.2.6

     

    EXTENSION
      AND AMENDMENT AGREEMENT

    


    This
      Agreement (this “Extension and Amendment Agreement”) is dated the 15th day of October,
      2007 by and between Tekni-Plex, Inc., a Delaware corporation (the “Employer”),
      having its principal offices at 201 Industrial Parkway, Somerville, NJ 08876,
      and F. Patrick Smith, an individual (the “Executive”), residing at 8601 Riviera
      Court, Tour 18, Flower Mound, TX 75022.

     

    W
      I T N E
      S S E T H:

    


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

     

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      which superseded and replaced in its entirety the prior employment agreement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

     

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

     

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

     

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

     

    WHEREAS,
      the expiration date of the Employment Agreement was extended several times
      and
      it is currently scheduled to expire on October 15, 2007; and

     

    WHEREAS,
      on the date hereof, Employer and Executive each desires to extend the term
      of
      the Employment Agreement and amend certain of its terms;

     

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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    1.           The
      “Employment Term,” as that term is used in the Employment Agreement, shall
      terminate upon the earlier of (a) June 30, 2008, or (b) the date on which the
      employment of the Executive is terminated pursuant to Section 9 of the
      Employment Agreement. The Employment Term will not be extended beyond June
      30,
      2008 unless agreed to in writing by the parties to the Employment
      Agreement.

    


    2.           For
      periods up to and including March 31, 2008, the “Salary,” as that term is used
      in the Employment Agreement, shall be payable at the rate of four million
      ($4,000,000.00) dollars per annum in equal installments in accordance with
      the
      usual payroll practices of Employer which are in effect from time to time during
      the Employment Term, but in no event less frequently than monthly, and shall
      be
      subject to all applicable withholding and other taxes.  For periods
      from and after April 1, 2008, the “Salary” shall be payable at the rate of two
      million ($2,000,000.00) dollars per annum in equal installments in accordance
      with the usual payroll practices of Employer which are in effect from time
      to
      time during the Employment Term, but in no event less frequently than monthly,
      and shall be subject to all applicable withholding and other taxes.

    


    3.           With
      respect to a termination of employment due to death or disability pursuant
      to
      paragraph (b) or (c) of Section 9 of the Employment Agreement: (i) if the
      termination occurs on or prior to March 31, 2008, the “Severance Benefit,” as
      that term is used in Section 9 of the Employment Agreement, shall consist of
      an
      amount equal to the then current annual Salary, any bonus amounts awarded
      pursuant to Section 5 of the Employment Agreement but not yet paid, and any
      other accrued benefits if due and payable at the time of termination; and (ii)
      if the termination occurs on or after April 1, 2008, the “Severance Benefit”
shall consist of an amount equal to the then current annual Salary multiplied
      by
      two (2), any bonus amounts awarded pursuant to Section 5 of the Employment
      Agreement but not yet paid, and any other accrued benefits if due and payable
      at
      the time of termination.

    


    4.           
      The Employment Agreement, as modified in accordance with paragraphs 1, 2 and
      3
      above but otherwise in accordance with its existing terms and conditions, shall
      remain in effect until June 30, 2008.

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

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

     

    
      	 	 	
              TEKNI-PLEX,
                INC.

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
               

            	
               

            	 	
              By:
                

            	
              /s/
                James E. Condon

            	 
	 	 	 	 	
              James
                E. Condon

            	 
	 	 	 	 	
              Vice
                President and Chief Financial Officer

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
              EXECUTIVE:

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
              By:
                

            	/s/
              F. Patrick Smith	 
	 	 	 	 	F.
              Patrick Smith	 


    

    


    Agreed
      and
      Accepted:

    


    


    
      	/s/ Michael
              Cronin
	Michael
              Cronin
	
              Preferred
                Stock Designee