INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER OF TEKNI-PLEX, INC. TO
EXCHANGE ITS 12.75% SERIES B SENIOR SUBORDINATED NOTES DUE 2010 FOR ALL OF ITS
OUTSTANDING 12.75% SENIOR SUBORDINATED NOTES DUE 2010.

     1.  Book-Entry Transfer; Delivery of this Letter of Transmittal and Notes;
Guaranteed Delivery Procedures.  To tender in the Exchange Offer, holders must
tender by (a) forwarding certificates herewith or (b) book-entry transfer,
pursuant to the procedures set forth in "The Exchange Offer -- Procedures for
Tendering" and "-- Book-Entry Transfer" in the Prospectus. Holders who are DTC
Participants tendering by book-entry transfer may execute such tender through
DTC's ATOP system. A holder using ATOP should transmit its acceptance to DTC on
or prior to the Expiration Date. DTC will verify such acceptance, execute a
book-entry transfer of the tendered Old Notes into the Exchange Agent's account
at DTC and then send to the Exchange Agent a Book-Entry Confirmation, including
an agent's message confirming that DTC has received an express acknowledgment
from such holder that such holder has received and agrees to be bound by this
Letter of Transmittal and that the Company may enforce this Letter of
Transmittal against such holder. The Book-Entry Confirmation must be received by
the Exchange Agent in order for the tender relating thereto to be effective.
Book-entry transfer to DTC in accordance with DTC's procedures does not
constitute delivery of the Book-Entry Confirmation to the Exchange Agent. The
term "Book-Entry Confirmation" means a timely confirmation of a book-entry
transfer of Old Notes into the Exchange Agent's account at DTC. The term
"agent's message" means a message, transmitted by DTC to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation, which states
that DTC has received an express acknowledgment from the tendering participant,
which acknowledgment states that such participant has received and agrees to be
bound by the Letter of Transmittal (including the representations contained
herein) and that the Company may enforce the Letter of Transmittal against such
participant.

     If the tender is not made pursuant to the book-entry transfer procedures,
certificates, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at its address set forth herein on or prior to the
Expiration Date in order for such tender to be effective. Old Notes may be
tendered in the principal amount of $1,000 and integral multiples of $1,000 in
excess thereof, provided that if fewer than all of the Old Notes of a holder are
tendered for exchange, the untendered principal amount of the holder's remaining
Old Notes must be $100,000 or any integral multiple of $1,000 in excess thereof.

     Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution (by facsimile
transmission, mail or hand delivery) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Company, setting forth the name and address of the holder of Old Notes and the
amount of Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the Expiration Date, the certificates for all physically tendered Old
Notes, or a Book-Entry Confirmation, and any other documents required by this
Letter of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) a properly executed Letter of Transmittal, as well as
the certificates for all physically tendered Old Notes in proper form for
transfer or Book-Entry Confirmation, as the case may be, and all other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three NYSE trading days after the Expiration Date.

     The Notice of Guaranteed Delivery must be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange Agent
on or prior to the Expiration Date, and must include a guarantee by an Eligible
Institution in the form set forth in such notice. For Old Notes to be properly
tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must
receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As
used herein and in the Prospectus, "Eligible Institution" means a firm or other
entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 as
"an eligible guarantor institution," including (as such terms are defined
therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit

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union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association.

     THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS,
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. DO NOT SEND THIS LETTER OF
TRANSMITTAL OR ANY OLD NOTES TO THE COMPANY.

     The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by book-entry transfer through ATOP or execution
of a Letter of Transmittal (or facsimile thereof), waives any right to receive
any notice of the acceptance of such tender.

     2.  Guarantee of Signatures.  No signature guarantee on this Letter of
Transmittal is required if:

          (i) this Letter of Transmittal is signed by the registered holder
     (which term, for purposes of this document, shall include any participant
     in DTC whose name appears on a security position listing as the owner of
     the Old Notes) of Old Notes tendered herewith, unless such holder has
     completed either the box entitled "Special Issuance Instructions" or the
     box entitled "Special Delivery Instructions" above; or

          (ii) such Old Notes are tendered for the account of a firm that is an
     Eligible Institution.

     In all other cases, an Eligible Institution must guarantee the signature on
this Letter of Transmittal. See Instruction 5.

     3.  Inadequate Space.  If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule which is attached to this Letter
of Transmittal.

     4.  Partial Tenders (Not Applicable to Holders of Old Notes Who Tender by
Book-Entry Transfer); Withdrawal Rights.  Tenders of Old Notes will be accepted
only in the principal amount of $1,000 and integral multiples of $1,000 in
excess thereof, provided that if fewer than all of the Old Notes of a holder are
tendered or exchanged, the untendered or unexchanged principal amount of the
holder's remaining Old Notes must be $100,000 or any integral multiple of $1,000
in excess thereof. If less than all of the Old Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Old Notes to be tendered in the box above entitled
"Description of Old Notes Tendered -- Principal Amount of Old Notes Tendered (If
Less Than All Are Tendered)." A reissued certificate representing the balance of
untendered Old Notes will be sent to such tendering holder, unless otherwise
provided in the appropriate box on this Letter of Transmittal, promptly after
the Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL
BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

     Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to the expiration date. In order for a withdrawal to be
effective prior to that time, a written or facsimile transmission notice of
withdrawal must be timely received by the Exchange Agent at one of its addresses
set forth above prior to the Expiration Date. Any such notice of withdrawal must
specify the name of the person having deposited the Old Notes to be withdrawn,
the aggregate principal amount of Old Notes to be withdrawn and (if certificates
for such Old Notes have been tendered) the name of the registered holder of the
Old Notes as set forth on the certificate for the Old Notes, if different from
that of the person who tendered such Old Notes. If certificates for the Old
Notes have been delivered or otherwise identified to the Exchange Agent, then
prior to the physical release of such certificates for the Old Notes, the
tendering holder must submit the serial numbers shown on the particular
certificates for the Old Notes to be withdrawn and the signature on the notice
of withdrawal must be guaranteed by an Eligible Institution, except in the case
of Old Notes tendered for the account of an Eligible Institution. If Old Notes
have been tendered pursuant to the procedures for book-entry transfer set forth
in "The Exchange Offer -- Book-Entry Transfer" section of the Prospectus, the
notice of withdrawal must specify the name and number of the account at the
book-entry transfer facility system of DTC to be credited with the withdrawal

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of Old Notes, in which case a notice of withdrawal will be effective if
delivered to the Exchange Agent by written or facsimile transmission.
Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly
withdrawn will not be deemed to have been validly tendered for purposes of the
Exchange Offer, and no New Notes will be issued with respect thereto unless the
Old Notes so withdrawn are validly retendered. Properly withdrawn Old Notes may
be retendered at any subsequent time on or prior to the Expiration Date by
following the procedures described in the Prospectus under "The Exchange
Offer -- Procedures for Tendering."

     All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Company, any employees, agents, affiliates or assigns of the
Company, the Exchange Agent nor any other person shall be under any duty to give
any notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give such notification. Any Old Notes which have been
tendered but which are withdrawn will be returned to the holder thereof without
cost to such holder as promptly as practicable after withdrawal.

     5.  Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures.  If this Letter of Transmittal is signed by the holder
of the Old Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates or on a securities position
listing without any change whatsoever.

     If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter of Transmittal.

     If any tendered Old Notes are registered in different names on several
certificates or securities positions listings, it will be necessary to complete,
sign and submit as many separate copies of this Letter of Transmittal as there
are different registrations.

     When this Letter of Transmittal is signed by the holder or holders of the
Old Notes specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required. If, however, the New Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the holder, then endorsements of any certificates transmitted hereby or separate
bond powers are required. Signatures on such certificate(s) must be guaranteed
by an Eligible Institution.

     In connection with any tender of Old Notes in definitive certificated form,
if this Letter of Transmittal is signed by a person other than the registered
holder or holders of any certificate(s) specified herein, such certificate(s)
must be endorsed or accompanied by appropriate bond powers, in either case
signed exactly as the name or names of the registered holder or holders
appear(s) on the certificate(s), and the signatures on such certificate(s) must
be guaranteed by an Eligible Institution.

     If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted.

     Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 5 must be guaranteed by an Eligible Institution.

     6.  Special Issuance and Delivery Instructions.  If New Notes are to be
issued in the name of a person other than the registered holder, or if New Notes
are to be sent to someone other than the registered holder or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Certificates for Old Notes not exchanged will be returned
by mail or, if tendered by book-entry transfer, by crediting the account
indicated above maintained at DTC unless the appropriate boxes on this Letter of
Transmittal are completed. See Instruction 4.

     7.  Tax Identification Number.  Under U.S. federal income tax law, a holder
whose tendered Old Notes are accepted for exchange is required to provide the
Exchange Agent (as payor) with such holder's correct taxpayer identification
number ("TIN") on the Substitute Form W-9 below which, in the case of a
tendering holder who is an individual, is his or her Social Security Number. In
the case of a tendering holder who is an individual who does not have and is not
eligible to obtain a Social Security Number (e.g., a resident alien), the
correct taxpayer identification number is such holder's IRS individual taxpayer
identification number ("ITIN"). If the Exchange Agent is not provided with the
correct TIN, the Internal Revenue Service (the "IRS") may subject the holder or
other payee to a $50 penalty. In

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addition, payments to such holders or other payees with respect to Old Notes
exchanged pursuant to the Exchange Offer may be subject to 30% backup
withholding.

     The box in Part 3 of the Substitute Form W-9 should be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 3 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 30% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
30% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.

     The holder is required to give the Exchange Agent the TIN (e.g., social
security number, employer identification number or IRS individual taxpayer
identification number) of the registered owner of the Old Notes or of the last
transferee appearing on the transfers attached to, or endorsed on, the Old
Notes. If the Old Notes are registered in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.

     Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding requirements. Such holders should nevertheless complete the attached
Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid
possible erroneous backup withholding. A foreign person may qualify as an exempt
recipient by submitting a properly completed IRS Form W-8 (Certificate of
Foreign Status), signed under penalties of perjury, attesting to that holder's
exempt status. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.

     8.  Transfer Taxes.  The Company will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged
are to be delivered to, or are to be registered or issued in the name of, any
person other than the holder of the Old Notes tendered hereby, or if tendered
Old Notes are registered in the name of any person other than the person signing
this Letter of Transmittal, or if a transfer tax is imposed for any reason other
than the transfer of Old Notes to the Company or its order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.

     EXCEPT AS PROVIDED IN THIS INSTRUCTION 8, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER OF
TRANSMITTAL.

     9.  Determination of Validity.  The Company will determine, in its sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of Old
Notes, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any and all tenders determined by
it not to be in proper form or the acceptance of which, or exchange for which,
may, in the view of counsel to the Company, be unlawful. The Company also
reserves the absolute right, subject to applicable law, to waive any of the
conditions of the Exchange Offer set forth in the Prospectus under the caption
"The Exchange Offer" or any conditions or irregularity in any tender of Old
Notes of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders.

     The Company's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Old Notes will be deemed to have been validly
made until all irregularities with respect to such tender have been cured or
waived. Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Old Notes, neither the Company, any
employees, agents, affiliates or assigns of the Company, the Exchange Agent, nor
any other person shall be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.

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     10.  No Conditional Tenders.  No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Old Notes for exchange.

     Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.

     11.  Lost, Stolen or Destroyed Old Notes.  If any certificates representing
Old Notes have been lost, destroyed or stolen, the holder should promptly notify
the Exchange Agent. The holder will then be instructed as to the steps that must
be taken in order to replace the certificates. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost,
destroyed or stolen certificates have been followed.

     12.  Requests for Assistance or Additional Copies.  Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus, the Notice of Guaranteed Delivery and this Letter of Transmittal,
may be directed to the Exchange Agent, at the address and telephone number
indicated on the front of this Letter of Transmittal.

     IMPORTANT:  THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT'S
MESSAGE IN LIEU THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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