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RISK FACTORS

An investment in the exchange notes is subject to numerous risks, including those listed below. You should carefully consider the following risks, along with the information provided in this prospectus, before deciding to participate in the exchange offer.

Risks Relating to Our Business

Increases in raw material costs or the unavailability of raw materials may adversely affect our profitability.

We have historically been able to pass on significant raw material cost increases through price increases to our customers. Nevertheless, our results of operations for individual quarters can and have been negatively impacted by delays between the time of raw material cost increases and price increases in our products. For example, during the first half of 2004, significant increases in the costs of polypropylene and natural rubber adversely affected our profitability because we were unable to pass along these price increases to our customers on a timely basis. We had difficulty in increasing our prices to offset these higher costs due to the failure of competitors to increase prices and customer resistance to price increases. Our profitability in the future may be adversely affected due to continuing increases in raw material prices. Additionally, we rely on our suppliers for deliveries of raw materials. If any of our suppliers were unable to deliver raw materials to us for an extended period of time, there is no assurance that our raw material requirements would be met by other suppliers on acceptable terms, or at all, which could have a material adverse effect on our results of operations.

Acquisitions have been and are expected to continue to be a substantial part of our growth strategy, which could expose us to significant business risks.

An important aspect of our business strategy is to make strategic acquisitions that will complement our existing products, expand our customer base and markets, improve distribution efficiencies and enhance our technological capabilities. Financial risks from these acquisitions include the use of our cash resources and incurring additional debt and liabilities. Further, there are possible operational risks including difficulties in assimilating and integrating the operations, products, technology, information systems and personnel of acquired companies; the loss of key personnel of acquired entities; the entry into markets in which we have no or limited prior experience; and difficulties honoring commitments made to customers of the acquired companies prior to the acquisition. The failure to adequately address these risks could adversely affect our business.

Although we perform due diligence investigations of the businesses or assets that we acquire, and anticipate continuing to do so for future acquisitions, there may be liabilities related to the acquired business or assets that we fail to, or are unable to, uncover during our due diligence investigation and for which we, as a successor owner, may be responsible. When feasible, we seek to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, the financial resources of the indemnitor or warrantor or other reasons.

Our ability to achieve our growth objectives depends in part on the timing and market acceptance of our new products.

Our business plan involves the introduction of new products, which are both developed internally and obtained through acquisitions. Our ability to introduce these products successfully depends on the demand for the products, as well as their price and quality. In the event the market does not accept these products or competitors introduce similar products, our ability to expand our markets and generate organic growth could be negatively impacted and there could be an adverse affect on our operating results.

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Our future results may be adversely affected by receiving fewer savings from our corporate initiatives than expected.

We achieved cost reductions of $5.5 million in 2002 and $6.0 million in 2003 through a variety of corporate initiatives. We expect to achieve additional cost reductions of $8.5 million in 2004, as well as further reductions in future years. There can be no assurance that all of the estimated savings from these initiatives will be realized. Although we currently expect to achieve our goals, we may encounter unanticipated difficulties in implementing our initiatives.

We face significant competition.

The markets for our products are highly competitive. Competition in our markets is primarily based upon the quality, breadth and performance characteristics of our products, customer service and price. Our ability to compete successfully depends upon a variety of factors, including:

Some of our competitors outside of North America may, at times, have lower raw material, energy and labor costs and less restrictive environmental and governmental regulations to comply with than we do. Other competitors may be larger in size or scope than we are, which may allow them to achieve greater economies of scale on a global basis or allow them to better withstand periods of declining prices and adverse operating conditions.

In addition, there has been an increasing trend among our customers towards consolidation. With fewer customers in the market for our products, the strength of our negotiating position with these customers could be weakened, which could have an adverse effect on our pricing, margins and profitability.

We face risks related to our international operations.

We have customers and operations located outside the United States and Canada. In 2003, sales to customers located outside the United States and Canada represented approximately 6% of our sales. Our international operations present us with a number of risks and challenges, including:

In addition, our financial statements are reported in U.S. dollars while a portion of our sales is made in other currencies, primarily the Canadian dollar and the euro. A portion of our debt is also denominated in currencies other than the U.S. dollar. As a result, fluctuations in exchange rates between the U.S. dollar and foreign currencies can have a negative impact on our reported operating results and financial condition. Moreover, in some cases, the currency of our sales does not match the currency in which we incur costs, which can negatively affect our profitability. Fluctuations in exchange rates can also affect the relative competitive position of a particular facility where the facility faces competition from non-local producers, as well as our ability to successfully market our products in export markets.

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Our operations are subject to comprehensive environmental regulation and involve expenditures which may be material in relation to our operating cash flow.

Our operations are subject to extensive environmental regulation in each of the countries in which we maintain facilities. For example, United States (Federal and state) and Canadian (Federal and provincial) environmental laws applicable to us include statutes and regulations:

Our use of hazardous substances in our manufacturing processes and the generation of hazardous wastes not only by us, but by prior occupants of our facilities suggest that hazardous substances may be present at or near certain of our facilities or may come to be located there in the future. Consequently, we are required to monitor closely our compliance under all the various environmental regulations applicable to us. In addition, we arrange for the off-site disposal of hazardous substances generated in the ordinary course of our business.

We obtain Phase I or similar environmental site assessments, and Phase II environmental site assessments, if necessary, for most of the manufacturing facilities we own or lease at the time we either acquire or lease such facilities. These assessments typically include general inspections and may involve soil sampling and/or ground water analysis. The assessments have not revealed any environmental liability that, based on current information, we believe will have a material adverse effect on us. Nevertheless, these assessments may not reveal all potential environmental liabilities and current assessments are not available for all facilities. Consequently, there may be material environmental liabilities that we are not aware of. In addition, ongoing clean up and containment operations may not be adequate for purposes of future laws and regulations. The conditions of our properties could also be affected in the future by neighboring operations or the conditions of the land in the vicinity of our properties. These developments and others, such as increasingly stringent environmental laws and regulations, increasingly strict enforcement of environmental laws and regulations, or claims for damage to property or injury to persons resulting from the environmental, health or safety impact of our operations, may cause us to incur significant costs and liabilities that could have a material adverse effect on us.

Except as described below, we believe that all of our facilities are in material compliance with applicable environmental laws and regulations and that we have obtained, and are in material compliance with, all material permits required under environmental laws. We are currently remediating contamination at our Columbia, South Carolina plant, and we have installed a hydraulic barrier at our St. Laurent, Québec plant to prevent off-site migration of contaminated groundwater. Contamination at our St. Laurent plant may have migrated to the adjacent property. We are investigating to determine what additional action is required. We have completed remediation activities at our Marysville, Michigan facility and have requested final approval of the remediation from the State of Michigan. In addition, although certain of our facilities emit toluene and other pollutants into the air, these emissions are within current permitted limitations. We believe that these emissions from our U.S. facilities will meet the applicable future federal Maximum Available Control Technology (“MACT”) requirements, although additional testing or modifications at the facilities may be required. Currently, we estimate the cost of additional testing or modification at the facilities to comply with MACT requirements will be less than $500,000 through 2005. We believe that the ultimate resolution of these matters should not have a material adverse effect on our financial condition or results of operations.

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Our facilities are required to maintain numerous environmental permits and governmental approvals for their operations. Some of the environmental permits and governmental approvals that have been issued to us or to our facilities contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. If we fail to satisfy these conditions or to comply with these restrictions, we may become subject to enforcement actions and the operation of the relevant facilities could be adversely affected. We may also be subject to fines, penalties or additional costs. We may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of the facilities, as a result of which the operation of the facilities may be limited or suspended.

We may be involved in litigation relating to our intellectual property rights, which may have an adverse impact on our business.

We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws, nondisclosure and confidentiality agreements and other contractual restrictions to protect our proprietary technology. Litigation may be necessary to enforce these rights, which could result in substantial costs to us and a substantial diversion of management attention. If we do not adequately protect our intellectual property, our competitors or other parties could use the intellectual property that we have developed to enhance their products or make products similar to ours and compete more efficiently with us, which could result in a decrease in our market share.

While we have attempted to ensure that our products and the operations of our business do not infringe other parties’ patents and proprietary rights, our competitors or other parties may assert that our products and operations may be covered by patents held by them. In addition, because patent applications can take many years to issue, there may be applications now pending of which we are unaware, which may later result in issued patents which our products may infringe. If any of our products infringe a valid patent, we could be prevented from selling them unless we can obtain a license or redesign the products to avoid infringement. A license may not always be available or may require us to pay substantial royalties. We also may not be successful in any attempt to redesign any of our products to avoid any infringement. Infringement or other intellectual property claims, regardless of merit or ultimate outcome, can be expensive and time-consuming and can divert management’s attention from our core business.

Risks Relating to Our Indebtedness

Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations to you under the notes.

We have a significant amount of indebtedness. As of June 30, 2004, after giving proforma effect to the issuance of the notes and the funding of our new senior secured credit facility, we would have had outstanding debt of approximately $336.2 million, which would have represented approximately 48.1% of our total pro forma capitalization. Of such total debt, approximately $211.2 million, or all of our senior debt, would have been secured, and an additional $71.8 million (net of $3.2 million in outstanding letters of credit) in loans available under our senior credit facility also would have been secured, if drawn upon.

Our substantial indebtedness could have important consequences for you by adversely affecting our financial condition and thus making it more difficult for us to satisfy our obligations with respect to the notes, including our obligations to pay principal and interest on the notes and our repurchase obligations, as well as our obligations under our new senior secured credit facility. Our substantial indebtedness could also:

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Despite our level of indebtedness, we will be able to incur substantially more debt. Incurring such debt could further exacerbate the risks to our financial condition described above.

We will be able to incur significant additional indebtedness in the future. Although the indenture governing the notes and the credit agreement governing our new senior secured credit facility each contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. The restrictions also do not prevent us from incurring obligations that do not constitute indebtedness. To the extent new debt is added to our currently anticipated debt levels, the substantial leverage risks described above would increase. See “Description of Other Indebtedness — New Senior Secured Credit Facility” and “Description of the Notes.”

The notes and our new senior secured credit facility contain covenants that limit our flexibility and prevent us from taking certain actions.

The indenture governing the notes and the credit agreement governing our new senior secured credit facility include a number of significant restrictive covenants. These covenants could adversely limit our ability to plan for or react to market conditions, meet our capital needs and execute our business strategy. These covenants, among other things, limit our ability and the ability of our restricted subsidiaries to:

Our new senior secured credit facility includes other and more restrictive covenants and prohibit us from prepaying our other debt, including the notes, while borrowings under our new senior secured credit facility are outstanding. Our new senior secured credit facility also requires us to maintain certain financial ratios and meet other financial tests. Our failure to comply with these covenants could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their scheduled due date. If we were unable to make this repayment or otherwise refinance these borrowings, the lenders under our new senior secured credit facility could elect to declare all amounts borrowed under our new senior secured credit facility, together with accrued interest, to be due and payable, which, in some instances, would be an event of default under the indenture governing the notes. In addition, these lenders could foreclose on our assets. If we were unable to

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refinance these borrowings on favorable terms, our results of operations and financial condition could be adversely impacted by increased costs and less favorable terms, including interest rates and covenants. Any future refinancing of our new senior secured credit facility is likely to contain similar restrictive covenants and financial tests.

We may not be able to generate sufficient cash flow to meet our debt service obligations, including payments on the exchange notes.

Our ability to generate sufficient cash flows from operations to make scheduled payments on our debt obligations will depend on our future financial performance, which will be affected by a range of economic, competitive, regulatory, legislative and business factors, many of which are outside of our control. If we do not generate sufficient cash flows from operations to satisfy our debt obligations, including payments on the notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure you that any refinancing would be possible or that any assets could be sold on acceptable terms or otherwise. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations under the notes. In addition, any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

The exchange notes and the related guarantees are subordinated to all of our existing and future senior debt.

The exchange notes and the related guarantees each rank junior in right of payment to all of our existing and future senior debt, including the borrowings under our new senior secured credit facility, and all existing and future senior debt of our guarantors. As a result, upon any distribution to creditors in a bankruptcy, liquidation or reorganization or similar proceeding, the holders of our senior debt or senior debt of any of the guarantors will be entitled to be paid in full before Intertape Polymer US or the guarantors make any payment on the notes. Holders of secured debt similarly will have claims that are prior to the claims of holders of the exchange notes with respect to the value of assets securing such debt.

We cannot assure you that sufficient assets will remain after making payments on our senior debt to allow us to make any payments on the exchange notes. In addition, certain events of default under our senior debt would prohibit Intertape Polymer US and the guarantors from making payments on the exchange notes. As of June 30, 2004, after giving effect to the issuance of the notes and the funding under our new senior secured credit facility, we would have had approximately $211.2 million of debt that was senior to the notes and related guarantees and approximately $71.8 million (net of $3.2 million in outstanding letters of credit) of additional borrowing available under our new senior secured credit facility. We may also incur additional senior debt in the future, consistent with the terms of the indenture governing the notes and our other debt agreements.

Intertape Polymer US is dependent on the guarantors for cash to fund its obligations.

The exchange notes will be guaranteed by Intertape Polymer Group Inc. and all of its existing subsidiaries and, as required by the indenture governing the notes, future subsidiaries. Intertape Polymer US will not have any operations that generate cash flow and will not have any operating subsidiaries. Intertape Polymer Group Inc. and each of its subsidiaries are separate and distinct legal entities. Intertape Polymer US must receive distributions, payments or loans from Intertape Polymer Group Inc. and its other subsidiaries to satisfy its obligations on the exchange notes. If such amounts are not timely received by Intertape Polymer US, the guarantors would be obligated under the guarantees to make payments. Payments to Intertape Polymer US by Intertape Polymer Group Inc. and its subsidiaries will be contingent upon their earnings and business considerations. In addition, any payment of dividends, distributions, loans or advances by Intertape Polymer Group Inc. or its subsidiaries could be subject to statutory or contractual restrictions.

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Fraudulent conveyance laws could void the obligations of the guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws or applicable Canadian federal or provincial laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

either:

(i) intended to hinder, delay, defeat or defraud any present or future creditor;

or

(ii) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and

(a) was insolvent or rendered insolvent by reason of the incurrence of the guarantee or, if in Canada, becomes subject to an insolvency proceeding;

(b) was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

(c) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

Moreover, any payments made by the guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor. To the extent that any guarantee is voided as a fraudulent conveyance, the claims of holders of the notes with respect to such guarantee would be adversely affected.

In addition, a legal challenge of a guarantee on fraudulent transfer grounds will focus on, among other things, the benefits, if any, realized by the relevant guarantor as a result of the issuance of the notes. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the governing law. Generally, however, a guarantor would be considered insolvent if:

On the basis of historical financial information, recent operating history and other factors, we believe that the guarantees are being incurred for proper purposes and in good faith and that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

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Canadian bankruptcy and insolvency laws may impair the ability of the trustee under the indenture governing the exchange notes to enforce remedies under the exchange notes.

The rights of the trustee under the indenture governing the exchange notes to enforce remedies could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to Intertape Polymer Group Inc., a corporation incorporated under the laws of Canada, and one of the guarantors of the notes. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act (Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and to file a proposal to be voted on by the various classes of its affected creditors. A restructuring proposal, if accepted by the requisite majorities of each affected class of creditors and approved by the relevant Canadian court, would be binding on all creditors within each affected class, including those creditors that did not vote to accept the proposal. Moreover, this legislation, in certain instances, permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument, during the period that the stay against proceedings remains in place.

The powers of the court under the Bankruptcy and Insolvency Act (Canada), and particularly under the Companies’ Creditors Arrangement Act (Canada), have been exercised broadly to protect a restructuring entity from actions taken by creditors and other parties. Accordingly, we cannot predict whether guarantee payments by Intertape Polymer Group Inc. under the exchange notes would be made during any proceedings in bankruptcy, insolvency or other restructuring, whether or when the trustee could exercise its rights against Intertape Polymer Group Inc. under the indenture governing the exchange notes or whether and to what extent holders of the exchange notes would be compensated for any delays in payment, if any, of principal, interest and costs, including the fees and disbursements of the trustee.

You may be unable to enforce your rights under U.S. bankruptcy laws.

Intertape Polymer Group Inc. and certain of its subsidiaries are incorporated under the laws of Canada and a substantial amount of their assets are located outside of the United States. Under bankruptcy laws in the United States, courts typically assert jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the United States may not recognize the United States bankruptcy court’s jurisdiction over property located outside of the territorial limits of the United States. Accordingly, difficulties may arise in administering a United States bankruptcy case involving a Canadian debtor with property located outside of the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable outside the territorial limits of the United States.

We may not have the ability to raise the funds to purchase the exchange notes upon a change of control as required by the indenture governing the exchange notes.

Upon the occurrence of certain change of control events, each holder of the exchange notes may require us to purchase all or a portion of the exchange notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. Our ability to repurchase the exchange notes upon a change of control will be limited by the terms of our other debt. Upon a change of control, we may be required immediately to repay the outstanding principal, any accrued interest and any other amounts owed by us under our new senior secured credit facility. We cannot assure you that we would be able to repay amounts outstanding under our new senior secured credit facility or obtain necessary consents under our new senior secured credit facility to repurchase the exchange notes. Any requirement to offer to purchase any outstanding exchange notes may result in our having to refinance our other outstanding debt, which we may not be able to do. In addition, even if we were able to refinance this debt, the refinancing may not be on terms favorable to us.

There are restrictions on your ability to resell the exchange notes.

The exchange notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada or the laws of any other jurisdiction where the exchange notes are being offered and sold. Except pursuant to exemptions under applicable securities laws, the exchange notes are not being offered and may not be offered or sold, directly or indirectly, in Canada or any other jurisdiction. The exchange

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notes may be transferred and resold only in compliance with the laws of such jurisdictions to the extent applicable to the transaction, the transferor or the transferee.

The market price for the exchange notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes offered hereby. The market for the exchange notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of the exchange notes.

It may be difficult for investors to enforce civil liabilities against Intertape Polymer Group Inc. under U.S. federal and state securities laws.

Intertape Polymer Group Inc. and certain of its subsidiaries are incorporated under the laws of Canada. Certain of their directors and executive officers, and certain directors and officers of Intertape Polymer US, are residents of Canada and a portion of their assets are located outside of the United States. In addition, certain subsidiaries are located in other foreign jurisdictions. As a result, it may be difficult or impossible for U.S. investors to effect service of process within the United States upon Intertape Polymer Group Inc., its Canadian subsidiaries, or its other foreign subsidiaries, or those directors and officers or to realize against them upon judgments of courts of the United States predicated upon the civil liability provisions of U.S. federal securities laws or securities or blue sky laws of any state within the United States. We believe that a judgment of a U.S. court predicated solely upon the civil liability provisions of the Securities Act and/or the Exchange Act would likely be enforceable in Canada if the U.S court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. We cannot assure you that this will be the case. There is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicted solely upon such laws.

Risks Related to the Exchange Offer

If you do not exchange your outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to significant restrictions on transfer, and may be subject to a limited trading market and a significant diminution in value.

If you do not exchange your outstanding notes for the exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your outstanding notes. In general, you may only offer or sell the outstanding notes if such offers and sales are registered under the Securities Act and applicable state securities laws, or exempt. To the extent outstanding notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining outstanding notes would be adversely affected and there could be a significant diminution in the value of the outstanding notes as compared to the value of the exchange notes.

An active public market may not develop for the exchange notes, which could adversely affect the market price and liquidity of the exchange notes.

The exchange notes constitute securities for which there is no established trading market. We do not intend to list the exchange notes on any securities exchange or to seek approval for quotation through any automated quotation system, and no active public market for the exchange notes is currently anticipated. If a market for the exchange notes should develop, the exchange notes could trade at a discount from their principal amount and they may be difficult to sell. Future trading prices of the exchange notes will depend on many factors, including prevailing interest rates, our operating results and the market for similar securities. As a result, you may not be able to resell any exchange notes or, if you are able to resell, you may not be able to do so at a satisfactory price.

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If you participate in the exchange offer for the purpose of participating in a distribution of the exchange notes you could be deemed an underwriter under the Securities Act and be required to deliver a prospectus when you resell the exchange notes.

If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are deemed to be an underwriter and do not comply with these prospectus delivery requirements, you may be subject to civil penalties.

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