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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY



                            ASSET PURCHASE AGREEMENT


         THIS AGREEMENT is made this 25th day of June, 1999 by and among Green
Bay Converting, Inc., a Wisconsin corporation (the "Buyer"); Tufco, LP, a
Delaware limited partnership (the "Seller"); and the Tufco Technologies, Inc., a
Delaware corporation ("Tufco") .

                                 R E C I T A L S

         WHEREAS, Seller is engaged in the business of manufacturing and
distributing a line of tissues, towels, and wipes (the "AFH Business");

         WHEREAS, Tufco is the ultimate parent organization of Seller;

         WHEREAS, Seller desires to sell and assign to Buyer and Buyer desires
to purchase from Seller certain of the assets of Seller used in and related to
the operation of the AFH Business upon the terms and conditions set forth
herein; and

         WHEREAS, Tufco and the partners of Seller consent to such sale of
assets to Buyer.

         NOW, THEREFORE, in consideration of the Recitals and the mutual
covenants and agreements contained herein, the parties agree as follows:

1. Purchase of Assets. Subject to the terms and conditions of this Agreement,
Seller agrees to sell and deliver to Buyer and Buyer agrees to purchase and
accept from Seller as of the Closing Date (as defined herein) all of the right,
title and interest of the AFH Business in and to only the assets set forth in
this Section 1 (sometimes collectively referred to as the "Purchased Assets").
The assets of Seller described in Section 2 of this Agreement and all other
assets of Seller not listed in Section 1 or the schedules to Section 1 are
specifically excluded from the purchase and sale contemplated hereunder. The
Purchased Assets are as follows:

         A. Machinery and Equipment. The Seller's machinery, equipment, spare
         parts, tools, and other personal property, including, but not limited
         to, case packers, conveyors, and other downstream equipment used solely
         in the AFH Business, as listed on the schedule to this Section (the
         "Equipment").

         B. Inventory. The Seller's inventories, including raw materials, work
         in process and finished goods, as well as supplies, spare parts,
         product samples, shipping contracts, and shipping containers used
         solely in the AFH Business which are listed on the schedule to this
         Section (the "Inventory").


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         C. Records and Documents. The following records and documents of Seller
         related solely to the AFH Business wherever located, including, without
         limitation, engineering drawings and specifications, and supplier and
         customer lists (the "Documents"); provided Seller may maintain a record
         and copy of all Documents.

         D. Intangible Assets. The limited exclusive license to use rights to
         the name "Execuline" for a 25 year period solely in connection with the
         AFH Business, subject to the license agreement between Buyer and Seller
         dated evendate herewith, and any technical information, programming,
         embossing and patterns used solely in connection with the Equipment to
         the extent assignable without consent (the "Intangible Assets").

2. Assets Excluded from Sale. All of the Seller's assets (the "Excluded Assets")
other than those specifically included in the Purchased Assets shall be retained
by Seller including, without limitation, the following assets:

         A. All accounts receivable, arising in the AFH Business;

         B. Cash, cash equivalents, certificates of deposit, money market
         instruments, commercial paper and marketable securities of the AFH
         Business;

         C. Seller's rights under any policies of insurance, or any benefits,
         proceeds or premium refunds payable or paid thereunder or with respect
         thereto, relating to the AFH Business;

         D. All rights to any income tax refunds, credit or claims, whether or
         not relating to the AFH Business;

         E. Arrangements with registered agents relating to foreign
         qualifications, taxpayer and other identification numbers, tax returns
         and other tax records, federal and other records, seals, minute books,
         stock transfer books, and similar documents of Seller, relating to the
         AFH Business.

3. Exclusion of Liabilities and Obligations.

         A. Post-Closing Liabilities. Buyer shall be liable for and agrees to
pay, perform and discharge all liabilities, obligations and commitments of any
kind, character or description, whether absolute, contingent, threatened or
otherwise, and whether or not reflected on Buyer's financial statements, books
or records, arising from, or incurred in connection with acts or omissions of
Buyer, occurring after the Closing Date respecting the Purchased Assets or the
AFH Business (the "Post- Closing Liabilities").



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         B. Exclusion. Buyer does not assume, and shall not be obligated to pay,
         perform, or discharge any debts, liabilities, or obligations of Seller
         or Tufco of any kind or nature, whether actual, contingent, or accrued,
         known or unknown (collectively, the "Excluded Liabilities"), including,
         without limitation, any violation of the Environmental Laws (as defined
         herein) or the presence of any Hazardous Substances (as defined
         herein).

         C. Definitions

                  (i) "Environmental Laws" mean any current federal, state,
                  and/or local laws, statutes, regulations, rules, ordinances,
                  codes, or other governmental restrictions or requirements
                  pertaining to (a) the pollution or protection of human health
                  or the environment, including ambient air, surface water,
                  ground water, soils, land surface or subsurface strata and
                  waters of the United States, or (b) the use, generation,
                  transportation, storage, treatment, proceeding, disposal, or
                  release of solid waste or Hazardous Substances.

                  (ii) "Hazardous Substances" mean, without limitation, any
                  flammables, explosives, radon, radioactive materials,
                  asbestos, urea formaldehyde foam insulation, polychlorinated
                  biphenyls, petroleum and petroleum products, methane,
                  hazardous materials, hazardous wastes, hazardous or toxic
                  substances, or related materials as currently defined in the
                  Comprehensive Environmental Response, Compensation and
                  Liability Act of 1980, as amended (42 U.S.C. Section 9601, et
                  seq.), The Resource Conservation and Recovery Act, as amended
                  (42 U.S.C. Section 6901, et seq.), The Toxic Substances
                  Control Act, as amended (15 U.S.C. Section 2601, et seq.), or
                  any other currently applicable Environmental Law and
                  regulations promulgated thereunder which provide a definition
                  of hazardous substance or hazardous waste.

4. Purchase Price.

         A. Amount. In consideration of Seller's sale, assignment, and transfer
         of the Purchased Assets and the performance by it of all the terms,
         covenants, and provisions of this Agreement on its part to be kept and
         performed, Buyer shall pay to Seller on the Closing Date by wire
         transfer in immediately available funds, an amount equal to
         $3,860,371.90, which amount represents (x) Two Million Three Hundred
         Thousand Dollars ($2,300,000.00) (the "Base Purchase Price") plus (y),
         $1,560,371.90 which represents the Inventory Value of Seller (as
         hereinafter defined in Section 4.B., below) as of the Closing Date (the
         "Inventory Purchase Price," and together with the Base Purchase Price,
         the "Purchase Price").

         B. Inventory. Seller and Buyer hereby agree prior to the Closing Date
         they will jointly conduct a physical inventory of the Inventory,
         pursuant to which a duly authorized representative of each of Seller
         and Buyer shall be present. Immediately following such



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         physical inventory, Seller and Buyer shall mutually agree upon the
         inventory value (" Inventory Value").

         C. Allocation of Purchase Price. The Purchase Price shall be assigned
         and allocated to the Purchased Assets as set forth on the schedule to
         this Section. The parties acknowledge that the allocations set forth in
         this Section reflect the fair market values of the Purchased Assets and
         agree that they will file any reports (including, without limitation,
         I.R.S. Form 8594) under Section 1060 of the Internal Revenue Code of
         1986, as amended, consistent with the provisions of this Section and
         that they will not for income tax purposes take a position inconsistent
         with this Agreement unless so imposed by the Internal Revenue Service,
         or Buyer or Seller, as the case may be, receives a written legal
         opinion (and a copy is provided to the other party), that an allocation
         inconsistent with the provisions of this Agreement is more likely than
         not to be imposed by the Internal Revenue Service.

5. Closing. Subject to the conditions precedent set forth herein, the closing
(the "Closing") of the transactions pursuant to this Agreement shall take place
at 9:00 a.m. on or before June 25, 1999 ("Closing Date") at the offices of
Seller or such other time and place as Seller and Buyer may agree.

6. Seller's and Tufco's Obligations Prior to or at Closing. Seller and Tufco
hereby agree that they shall, prior to or at Closing, deliver or convey to
Buyer:

         A. Bill of Sale. The Bill of Sale, in the form attached as Exhibit A,
         duly executed by Seller.

         B. Consents. Copies of executed consents, waivers, authorizations, and
         approvals required in connection with the execution, delivery, and
         performance of this Agreement and the transfer of the Purchased Assets.

         C. Certified Copies of Resolutions. Copies of resolutions certified by
         the General Partner of Seller duly and adopted by the General Partner
         (and, if necessary, Seller's limited partners) authorizing the sale of
         the Purchased Assets to Buyer in accordance with the terms hereof.

         D. Legal Opinion. The written legal opinion dated as of the Closing
         Date of Battle Fowler, LLP, counsel for Seller and Tufco, addressed to
         Buyer in the form of Exhibit B.

         E. Miscellaneous. Assignments, estoppel certificates, consents, and
         such other documentation and instruments as Buyer shall reasonably
         request.


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7. Buyer's Obligations Prior to or at Closing. Buyer hereby agrees that it
shall, prior to or at Closing, deliver or cause to be delivered to Seller:

         A. Purchase Price. The Purchase Price to be paid at Closing in the form
         described in Section 4.A., above.

         B. Certified Copy of Resolutions. Copies of the resolutions duly
         adopted by Buyer's Board of Directors and certified by Buyer's
         Secretary authorizing the purchase of the Purchased Assets from Seller
         in accordance with this Agreement.

         C. Legal Opinion. The written legal opinion dated as of the Closing
         Date of Blumenfeld, Rose & deJong, S.C., counsel for Buyer, addressed
         to Seller in the form of Exhibit C.

8. Warranties and Representations of Seller and Tufco. The Seller and Tufco,
jointly and severally, warrant and represent to Buyer, as follows:

         A. Authority; Binding Effect. Seller has the partnership power and
         authority to execute and deliver this Agreement, and the Bill of Sale
         to be executed and delivered by it in connection with this Agreement
         (the "Ancillary Documents") and to perform its obligations hereunder
         and thereunder. The execution, delivery, and performance of this
         Agreement and the Ancillary Documents by Seller has been duly
         authorized by all necessary partnership action of Seller, including the
         consent of all of Limited Partners, if required. Tufco has the full
         corporate power and authority to enter into and perform this Agreement
         in accordance with its terms. This Agreement has been duly executed and
         delivered by Seller and Tufco and constitutes, and the Ancillary
         Documents when duly executed and delivered shall each constitute, the
         valid, legal, and binding obligations of the Seller and Tufco
         enforceable against the Seller and Tufco in accordance with their
         respective terms, except as such enforceability may be limited by
         applicable bankruptcy, moratorium, insolvency or other similar laws
         affecting the rights of creditors generally and by general equitable
         principles (whether enforcement is sought by proceedings in equity or
         at law).

         B. Organization; Standing. Seller is a limited liability partnership,
         duly organized, validly existing, and in good standing under the laws
         of the State of Delaware and is qualified as a foreign limited
         partnership authorized to transact business in the State of Wisconsin.


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         C. No Conflicts. Except as otherwise set forth on the schedule to this
         Section, the execution, delivery and performance of this Agreement and
         the Ancillary Documents by the Seller and Tufco will not result in:

                  (i) any breach or violation of or default under Seller's
                  limited partnership agreement or other organizational
                  documents, or any statute, law, rule, regulation, judgment,
                  decree, or order to which Seller or Tufco is subject, or any
                  mortgage, deed of trust, indenture, or agreement to which it
                  is a party or by which Purchased Assets are bound, the result
                  of which would have a material adverse effect upon the
                  Purchased Assets; or

                  (ii) the creation or imposition by Seller of any lien, charge,
                  pledge, or encumbrance on the Purchased Assets, the result of
                  which would have a material adverse effect upon the Purchased
                  Assets.

         D. Intellectual Property. To the knowledge of Seller and Tufco:

                  (i) except as set forth on the schedule to this Section, the
                  AFH Business has the exclusive right to use the Intangible
                  Assets as being owned by it; and

                  (ii) the Seller has not received any written notice which has
                  asserted a claim against Seller alleging that Seller does not
                  have the right to use any of the Intangible Assets.

         E. Litigation. Except as set forth on the schedule to this Section,
         there is not any litigation, proceeding, investigation, or other legal
         or administrative proceeding (governmental or otherwise) pending or, to
         Seller's and Tufco's knowledge, threatened against or relating to the
         Seller, with respect to the AFH Business or the Purchased Assets.

         F. Consents. Except as set forth on the schedule to this Section, there
         are no material consents of third parties required by Seller for Seller
         to consummate the transactions contemplated by this Agreement.

         G. Tax Matters. There are no tax liens on any of the Purchased Assets
         and to the best of Seller's or Tufco's knowledge, pending or threatened
         examinations or tax claims asserted therefor.

         H. Title to Purchased Assets. Except as set forth on the schedule to
         this Section, as of the date hereof, Seller has good and marketable
         title to all of the Purchased Assets, free and clear of all security
         interests, liens, encumbrances, and restrictions; except those that do
         not have a material adverse effect on the Purchased Assets.

         I. Condition of Purchased Assets, Compliance with Laws. Buyer agrees
         that the Purchased Assets shall be sold by Seller "as is." Seller
         represents that all of Seller's


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         currently scheduled maintenance or upgrades to the Equipment have been
         completed, in all material respects, prior to Closing. To the best of
         Seller's and Tufco's knowledge, neither the AFH Business nor any of the
         Purchased Assets or the ownership, or operation thereof, are in
         material violation of any law or any zoning, environmental, or other
         ordinance, code, rule, or regulation, including, without limitation,
         the Occupational Safety and Health Administration Act and the
         regulations promulgated thereunder.

         J. Material Contracts. [Intentionally deleted]

         K. Licenses and Permits. To the best of Seller's knowledge, all
         material licenses, permits, and governmental authorities that regulate
         the AFH Business are listed on the schedule to this Section. To the
         best of Sellers and Tufco's knowledge, each of such licenses and
         permits is valid and in full force and effect, and is not subject to
         any pending administrative or judicial proceeding to revoke, cancel, or
         declare such license invalid in any material respect.

         L. No Brokers. The Seller has not retained, employed or used any broker
         or finder in connection with the purchase of the Purchased Assets
         pursuant to this Agreement.

9. Warranties and Representations of Buyer. Buyer warrants and represents to the
Seller, as follows:

         A. Organization. Buyer is a corporation, duly organized and validly
         existing under the laws of the State of Wisconsin. The execution,
         delivery, and performance of this Agreement has been duly authorized by
         the Board of Directors of Buyer and the execution of this Agreement,
         and the consummation of the transactions contemplated thereby are valid
         and binding obligations of Buyer enforceable against Buyer in
         accordance with their terms. No other proceedings on the part of Buyer
         are necessary to authorize this Agreement or to consummate the
         transactions contemplated hereby.

         B. No Broker. Buyer has not retained, employed, or used any broker or
         finder in connection with the acquisition of the Purchased Assets or
         the AFH Business.

         C. Insurance and Licenses. Buyer has obtained all permits and licenses
         necessary to commence operations of the AFH Business after the Closing
         Date, and has obtained worker's compensation insurance for all of its
         employees and has obtained general public liability insurance in
         amounts which are commensurate to its business operations.



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10. Conduct After Closing.

         A. Further Assurances. The Seller and Tufco shall, at any time and from
         time to time after the Closing upon the request of Buyer and its
         successors or assigns, at Buyer's reasonable out of pocket expense, use
         its reasonable efforts to deliver to Buyer such further instruments of
         conveyance, assignment, transfer, powers of attorney, and consents, and
         shall take such other action as Buyer may reasonably request to convey,
         assign, transfer, and deliver the Purchased Assets.

         B. Confidentiality of Buyer. Buyer acknowledges and agrees that all (i)
         information and strategic plans discussed at any Seller leadership team
         meetings attended by Buyer, including, without limitation, any
         information of Seller relating to printing, laminating and special
         packaging of Seller or any of its affiliates, and (ii) information
         disclosed to Buyer and its affiliates, representatives and agents
         concerning or relating to each of Seller, its partners and Tufco
         Technologies, Inc. (except with respect to the AFH Business and unless
         it its in the public domain), is proprietary and confidential (the
         information in (i) and (ii) hereinafter collectively referred to as
         "Confidential Information"). On and after the Closing Date, Buyer
         agrees to, and shall cause its directors, officers, stockholders,
         representatives, and agents to keep confidential all of the
         Confidential Information, unless required to be disclosed by law.

         C. Confidentiality of Seller. Seller acknowledges and agrees that all
         information primarily related to the AFH Business is proprietary and
         confidential unless in the public domain, and that on and after the
         Closing Date, Seller agrees to, and shall direct its directors,
         officers, partners, stockholders, representatives, and agents to keep
         confidential all of the Confidential Information, unless required to be
         disclosed by law.

         D. Non-Solicitation. On or about the Closing Date, Buyer and Seller
         will make an announcement of the transaction contemplated herein to the
         employees of the AFH Business, and Buyer will offer employment to such
         employees. To the extent that such employees accept such employment
         within three (3) days after the announcement, Seller agrees to pay any
         vacation pay due, if any, to such employees. If any employees who have
         failed to accept such employment with Buyer during such three (3) day
         period, become employed with Buyer within six (6) months following the
         Closing Date, Buyer agrees to pay (or reimburse Seller upon demand for)
         any vacation pay owed to and claimed by such employee.

         E. Repair of Equipment. Multi-folder No. 2, one of the Purchased
         Assets, is in the process of being repaired. Seller agrees that it will
         pay up to $100,000 for the repairs for such equipment at its own cost
         and expense. Seller makes no representation or warranty as to the
         condition or quality of such repairs, but Seller will assign any
         warranty relating to such repairs. If the cost of the repairs is less
         than $100,000, Seller agrees to reimburse Buyer one-half of such lower
         amount.


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11. Buyer's and Seller's Mutual Agreement Not to Compete.

         A. Non-Competition Agreement.

                  (i) Seller and Tufco, jointly and severally, agree that for a
                  period of two (2) years, they will not, directly or
                  indirectly, without the prior written consent of the Buyer:

                           (a) As an agent, partner, shareholder, consultant or
                           in any other capacity sell or convert the following
                           products for sale in the Away From Home industrial
                           marketplace: (i) multi-fold and single fold towels;
                           (ii) C-fold towels; (iii) center-pull towels; (iv)
                           hard roll and kitchen towels; (v) jumbo roll tissue;
                           (vi) single roll tissue (one- and two-ply) and (vii)
                           untreated facial tissue (collectively, "AFH
                           Marketplace Products");

                           (b) As an agent, partner, shareholder, consultant, or
                           in any other capacity canvas, contact, solicit, or
                           accept any of the Buyer's (including the customers
                           described in this Agreement) AFH Marketplace Products
                           customers for the purpose of providing AFH Business
                           services or selling AFH Business goods (for purposes
                           of this Agreement, "customers" shall include, on any
                           given date, any customer who has been invoiced by or
                           done business with the Buyer for products or services
                           rendered to or by the Buyer or who has transacted any
                           business with the Buyer with respect to products or
                           services provided at that time by the Buyer
                           including, but not limited to, contractual agreements
                           during the twelve (12) months immediately preceding
                           such date, or any potential customer who, as of such
                           date, is being actively solicited by the Buyer); or

                  (ii) Buyer agrees it will not, and agrees to cause its
                  stockholders, directors, officers, employees, representatives,
                  and agents not to, directly or indirectly, for a period of two
                  (2) years, without the prior written consent of the Seller:

                           (a) Except solely for the sale and conversion of AFH
                           Marketplace Products, and other products sold or
                           services provided exclusively for the AFH marketplace
                           or customers (ie. products and services used in
                           connection with washrooms, restrooms and work
                           stations outside of the home) as an agent, partner,
                           shareholder, consultant or in any other capacity own,
                           manage, operate, join, control, or participate in the
                           ownership management, operation, or control of, or be
                           connected as a director, officer, or employee with,
                           any business or organization that competes with
                           manufactures, markets, distributes any existing
                           products and/or services of Seller and its
                           affiliates, including, without limitation, Tufco
                           Technologies, Inc.;



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                           (b) Except solely for the sale and conversion of AFH
                           Marketplace Products or for products or services
                           provided exclusively for the Away From Home
                           marketplace or customers (ie. products and services
                           used in connection with washrooms, restrooms and work
                           stations outside the home), as an employee, agent,
                           partner, shareholder, consultant, or in any other
                           capacity canvas, contact, solicit, or accept any of
                           the Seller's (including the customers described in
                           this Agreement) customers for the purpose of
                           providing services or selling goods (for purposes of
                           this Agreement, "customers" shall include, on any
                           given date, any customer who has been invoiced by or
                           done business with the Seller for products or
                           services rendered to or by the Seller or who has
                           transacted any business with the Seller with respect
                           to products or services provided at that time by the
                           Seller including, but not limited to, contractual
                           agreements during the twelve (12) months immediately
                           preceding such date, or any potential customer who,
                           as of such date, is being actively solicited by the
                           Seller); or

         B. Severability of Agreement. Each of Buyer and Seller acknowledges and
         agrees that the Non-Competition Agreement is reasonable and valid in
         geographic and temporal scope and in all other respects. If any court
         determines the Non-Competition Agreement, or any part thereof, is
         invalid or unenforceable, the remainder of the Non-Competition
         Agreement shall not thereby be affected and shall be given full effect,
         without regard to the invalid portions.

         C. Blue-Penciling. If any court determines that the Non-Competition
         Agreement, or any part thereof, is unenforceable because of the
         duration or geographic scope of such provision, such court shall have
         the power to reduce the duration or scope of such provision, as the
         case may be, and, in its reduced form, such provision shall then be
         enforceable.

         D. Enforceability. If the courts of any one or more jurisdictions hold
         the Non- Competition Agreement unenforceable by reason of the breadth
         of its scope, it is the Buyer's and Seller's intention that such
         determination not bar or in any way affect the rights of any party
         hereto to relief in the courts of any other jurisdiction with respect
         to the geographical scope of such agreement, as to breaches of such
         agreement in such other respective jurisdictions. Such agreement as it
         relates to each jurisdiction shall, for this purpose, be severable into
         diverse and independent agreements.

         E. Relief for Violation. Each of Buyer and Seller covenants and agrees
         that if either violates the Non-Competition Agreement, the other party
         shall be entitled to an accounting and repayment of all profits,
         compensation, commissions, remuneration, or benefits which the party
         directly or indirectly has realized and may realize as the result of
         arising out of or in connection with any such violation. Each of Buyer
         and Seller acknowledges that an irreparable injury may result to the
         other party and its business in the event of his breach of the
         Non-Competition Agreement. Each of Buyer and Seller also acknowledges
         and agrees



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         that the damages or injuries which the other party may sustain as a
         result of any breach of this Section of this Agreement are difficult to
         ascertain and money damages alone may not be an adequate remedy to the
         other party. Each of Buyer and Seller therefore agrees that if a
         controversy arises concerning the rights or obligations of a party
         under this Section, such rights or obligations shall be enforceable in
         a court of equity by decree of specific performance and the other party
         shall also be entitled to any injunctive relief necessary to prevent or
         restrain any violation of the provisions of this Section of this
         Agreement. Such relief, however, shall be cumulative and non-exclusive
         and shall be in addition to any other remedy to which the parties may
         be entitled. In addition, the other party shall also be entitled to its
         actual attorneys' fees and costs incurred in any action in which it is
         successful in establishing a violation of this Section.

12. Severance Agreement. To induce the Buyer to enter into this Agreement and to
provide transitional market direction in both the Tufco Away From Home and
Business Imaging (Hamco) market sectors, the Seller shall continue to pay
Gregory P. Santaga, an executive employee of Seller ("Santaga"), the salary,
benefits, and bonus as set forth on his current employment contract, as listed
on the schedule to this Section (the "Severance") for a period of three (3)
months after the Closing Date. Effective on the Closing Date, Santaga shall
tender his resignation to the Seller and a termination of said employment
agreement (subject to this Agreement) without any obligation, monetary or
otherwise on the part of Seller except as set forth herein.

13. Agreement to Provide Services. Commencing with the Closing Date and to
continue until such time that the Purchased Assets are removed from the property
of Seller, but not to exceed a period of One Hundred Twenty (120) days following
the Closing Date, Seller shall grant Buyer the option to license certain of
Seller's assets and obtain the services of certain of Seller generally on the
terms and conditions below:

         A. Services. Seller agrees to provide Buyer with labor to operate
         machinery sufficient to continue normal operation of the AFH Business
         consistent with past practice following the Closing for a period of up
         to 120 days. Buyer may terminate such services at any time upon notice
         to Seller prior to the termination of the 120 day period. Buyer agrees
         to pay Seller, an amount equal to the amounts set forth on the schedule
         to this Section for such services. On the first day of each month
         during the term of this Agreement, Seller shall invoice Buyer for the
         costs and expenses directly associated with the services provided by
         Seller in connection with this provision. Payment is due within fifteen
         (15) days upon receipt of invoice and Seller may terminate its services
         if payment is not timely made. Such services shall include the use of
         the business premises currently used in connection with the AFH
         Business as of the Closing Date, with the intent that Seller will
         provide such services which will allow for the continued operation of
         the AFH Business consistent with past practice without interruption.

         B. Material Handling. Seller shall assess handling and storage changes
         to Buyer pursuant to the terms outlined in the schedule to this
         Section. Handling and storage services



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         may continue for up to One Hundred Twenty (120) days, after which
         Seller will have no further obligation to provide these services. The
         Seller shall also provide continued material handling and storage and
         transfer of inventory as currently provided in connection with the AFH
         Business and Seller shall invoice Buyer for such handling and storage
         charges at a cost set forth on the schedule to this Section. Such
         handling and storage services shall be provided at locations currently
         used in connection with the AFH Business. The Buyer shall have the
         right to terminate such services at any time prior to the end of the
         120 day term upon notice to Seller.

14. Indemnification.

         A. Survival. All of the representations and warranties made by or on
         behalf of Seller, Tufco and Buyer in this Agreement shall survive the
         Closing Date for a period of twelve (12) months. Except as provided
         above, twelve (12) months after the Closing Date, representations and
         warranties made by or on behalf of Seller, Tufco and Buyer in this
         Agreement shall terminate and expire, and shall cease to be of any
         force and effect, and all liability of Seller and Buyer under this
         Agreement with respect to such representations and warranties shall
         thereupon be extinguished (except for any claims made by Buyer in
         writing prior to such termination date). Buyer, shall not have any
         claim under Section 14.B(i), below for breach or inaccurate
         representation if Buyer had actual knowledge of the breach or
         inaccuracy as of the Closing Date.

         B. Seller's Indemnification. Seller and Tufco, jointly and severally,
         shall indemnify and hold harmless Buyer, and its officers, affiliates,
         directors, shareholders, agents, successors and assigns (the "Buyer
         Group"), from and against and in respect of any and all demands,
         claims, losses, costs, fines, liabilities, damages (direct or indirect)
         (including, without limitation, any damages or injury to persons,
         property or the environment) and expenses (including, without
         limitation, reasonable legal and accounting fees and other expenses
         incurred in the investigation and defense of claims and actions)
         (collectively, "Damages") resulting from, in connection with or arising
         out of:

                  (i) any incorrect representation or warranty made by the
                  Seller or Tufco herein in any closing document delivered by
                  Seller or Tufco in connection herewith or therewith;

                  (ii) the failure of Seller or Tufco to comply with, or the
                  breach by Seller or Tufco of, any of the covenants of this
                  Agreement (including, without limitation, this Section), or
                  any of the additional agreements or documents delivered
                  pursuant to this Agreement;

                  (iii)  the Excluded Liabilities; or


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<PAGE>   13

                  (iv) any claim that Seller has not conveyed to Buyer good and
                  marketable title to the Purchased Assets, free and clear of
                  all security interests, liens, encumbrances and restrictions
                  (except for any software licenses related to the Intangible
                  Assets).

         C. Buyer's Indemnification. Buyer shall indemnify and hold harmless
         Seller and its respective officers, partners, directors, agents,
         successors and assigns (the "Seller Group"), from and against and in
         respect of any and all Damages resulting from, in connection with or
         arising out of:

                  (i) any incorrect representation or warranty made by Buyer
                  herein or in any closing document delivered by Buyer in
                  connection herewith or therewith;

                  (ii) the failure of Buyer to comply with, or the breach of
                  Buyer of, any of the covenants of this Agreement; or

                  (iii) the operation of the AFH Business on and after the
                  Closing Date, including, without limitation, the Post-Closing
                  Liabilities; or

                  (iv) the physical damage caused by Buyer not covered by
                  insurance to the business premises of Seller arising from the
                  services and material handling described in Section 13, above.

         D. Third Party Claims. In the event that any person or entity not a
         party to this Agreement (including a government authority) shall levy
         an assessment or commence or file, or threaten to commence or file, any
         lawsuit or proceeding, which pending or threatened lawsuit or
         proceeding or assessment may result in any Damages subject to
         indemnification under this Agreement (collectively, the "Proceedings"),
         then the indemnified party will give prompt written notice of such
         Proceeding to the indemnifying party, and the indemnifying party shall
         have the right to undertake the defense thereof by representatives
         chosen by it; provided, however, that the failure to give such prompt
         written notice shall not rescind or revoke the indemnifying party's
         obligation to indemnify but shall only reduce the amount of the
         indemnification to the extent that the indemnifying party is damaged by
         such delay.

                  (i) If the indemnifying party undertakes the defense of any
                  such Proceeding, (A) the indemnifying party will not be liable
                  to the indemnified party for legal or other expenses incurred
                  by the indemnified party in connection with such defense
                  (other than as provided in the following clause (B)), (B) the
                  indemnified party shall, to the best of its ability, assist
                  the indemnifying party, at the expense of the indemnifying
                  party, in the defense of such Proceeding, and shall promptly
                  send to the indemnifying party, at the expense of the
                  indemnifying party, copies of any documents received by the
                  indemnified party which relate to such Proceedings and (C) the
                  indemnified party shall have the right to participate in the
                  defense of such Proceeding, at its own cost and expense;



                                       13
<PAGE>   14

                  (ii) If the indemnifying party, within a reasonable time after
                  notice of any such Proceeding, fails to elect to defend the
                  indemnified party against which such Proceeding has been
                  asserted, the indemnified party shall (upon further written
                  notice to the indemnifying party) have the right to undertake
                  the defense, compromise, or settlement of such Proceeding on
                  behalf of and for the account and risk of the indemnifying
                  party, subject to the right of the indemnifying party to
                  assume the defense of such Proceeding at any time prior to
                  settlement, compromise, or final determination thereof; and

                  (iii) Anything in this Section 14 to the contrary
                  notwithstanding, whether or not the indemnifying party shall
                  have assumed the defense thereof, the indemnified party shall
                  not without the written consent of the Indemnifying party
                  (which consent shall not be unreasonably withheld or delayed),
                  settle or compromise any Proceeding or consent to the entry of
                  any judgment.

         E. Monetary Limitation of Liability.

                  (i) A claim for indemnity for Damages under Sections 14.B. and
                  14.C. hereof, as the case may be, shall be effective only
                  after the aggregate amount of all Damages suffered by Buyer
                  Group or Seller Group, as the case may be, exceeds Twenty Five
                  Thousand Dollars ($25,000.00) and then only to the extent of
                  such excess;

                  (ii) The aggregate liability for each of Buyer and Seller for
                  claims by the Buyer Group or the Seller Group, or any member
                  thereof, as the case may be, for indemnity for Damages
                  pursuant to Sections 14.B. and 14.C. hereof, as the case may
                  be, is limited to the Purchase Price.

         F. Sole Remedy. Buyer and Seller acknowledge and agree that their sole
         and exclusive remedies with respect to any and all claims relating to
         the subject matter of this Agreement (including without limitation
         claims for breaches or representations, warranties, covenants, and
         agreements contained in this Agreement) shall be pursuant to the
         indemnification provisions set forth in this Section, except for claims
         under the Agreement not to compete in which the parties seek to obtain
         specific performance or any form of injunctive relief. In furtherance
         of the foregoing, Buyer and Seller hereby waive, to the fullest extent
         permitted under the applicable law, any and all rights, claims, and
         causes of action of either of them against the other or any of their
         respective affiliates as a matter of equity or under or based upon any
         federal, state, local, or foreign statute, law, ordinance, rule or
         regulation, or arising under or based upon common law or otherwise,
         except to the extent provided in this Section 14.



                                       14
<PAGE>   15

15. Miscellaneous:

         A. Expenses. The parties hereto shall pay their own expenses,
         including, without limitation, accounting and attorneys' fees incurred
         in connection with the negotiation, preparation, and consummation of
         this Agreement.

         B. Notices. All notices, requests, demands, and other communications
         hereunder shall be in writing and shall be deemed to have been duly
         given when personally delivered or facsimiled with confirmation of
         receipt, or two business days following deposit in the United States
         mail, by certified or registered mail, first-class postage paid, return
         receipt requested, and addressed to the appropriate party or parties as
         follows:

         If to the Seller
           or Partners:       Louis LeCalsey, CEO
                              Tufco, LP
                              3161 South Ridge Road
                              Green Bay, WI 54305
                              (920) 336-0054

         With a copy to:      Carl A. de Brito, Esq.
                              Battle Fowler, LLP
                              75 East 55th Street
                              New York, NY 10022
                              (212) 856-7817

         If to the Buyer:     Gregory P. Santaga, President
                              Green Bay Converting, Inc.
                              3480 Country Winds Court
                              Green Bay, WI 54311
                              (920) 983-9095

         With a copy to:      Jeffrey A. Santaga, Esq.
                              BLUMENFELD, ROSE & deJONG, S.C.
                              16620 West Bluemound Road, Suite 500
                              Brookfield, WI  53005
                              (414) 789-0111

         or to such other address or to such other person as any party hereto
         shall have last designated by notice to the other parties.

         C. Right to Specific Performance. The Seller and Tufco agree that the
         Purchased Assets as a going concern constitute unique property and that
         there is no adequate remedy at law for the damage which Buyer might
         sustain for the failure of any of the Seller and Tufco to


                                       15
<PAGE>   16

         consummate this Agreement, and, accordingly, Buyer is entitled to the
         remedy of specific performance to enforce such consummation.

         D. Public News Announcements. Except as Buyer and Seller shall mutually
         agree in writing to the contrary, except as required by law, and except
         for notices to Seller's employees, no announcement shall be made by any
         party hereto prior to the Closing; provided, that nothing in this
         Section 15.C. shall be deemed to prohibit Seller or any of its
         affiliates from making any disclosure which it deems necessary or
         advisable in order to satisfy its respective disclosure obligations
         imposed by the law.

         E. Entire Agreement. All understandings and agreements and the
         transactions contemplated hereby concerning this Agreement heretofore
         had between the parties are merged in this Agreement, the exhibits and
         the schedules attached hereto, which alone fully and completely express
         their agreement.

         F. Binding Effect. This Agreement shall be binding upon each of the
         parties hereto and their respective heirs, legal representatives,
         successors and assigns. If Buyer shall assign or transfer the Purchased
         Assets to an affiliate or a third party or otherwise within two (2)
         years of Closing, then Buyer agrees that it shall also assign and
         transfer its indemnification obligations set forth under Section 14.C.
         hereof.

         G. Applicable Law. This Agreement and all questions relating to its
         interpretation, performance, enforcement and the rights and remedies of
         the parties hereto shall be construed and determined in accordance with
         the laws of and in the courts of the State of Wisconsin.

         H. Severability. If any provision, clause or part of this Agreement, or
         the application thereof under certain circumstances, is held invalid,
         the remainder of this Agreement, or the applications of each provision,
         clause or part under other circumstances, shall not be affected
         thereby.

         I. Headings. The section headings are for convenience and reference
         only, and in no way define and limit the scope and content of this
         Agreement or in any way affect its provisions.

         J. Sales Tax. Except as specifically set forth herein, any sales tax or
         other taxes levied by the State of Wisconsin or any other governmental
         unit upon this transaction shall be paid by Buyer, and Buyer shall
         deliver to Seller on the Closing Date a resale certificate in such form
         satisfactory to Seller.

         K. Counterparts. This Agreement may be executed in counterparts, each
         of which shall be deemed an original and all of which together shall
         constitute but one and the same instrument.



                                       16
<PAGE>   17

         L. Facsimile Signatures. The parties agree that facsimile signatures of
         the parties to this Agreement or any of the instruments, documents or
         certificates referred to herein shall be valid and binding. Each party
         agrees that upon sending any instrument, document or certificate to any
         other party by facsimile, the sending party will send the original
         instrument to the recipient of the facsimile.

         M. No Third party Beneficiaries. Nothing herein expressed or implied is
         intended or shall be construed to confer upon or to give to any other
         person or entity, other than the parties hereto and their successors
         and permitted assigns, any rights or remedies under or by reason of
         this Agreement.

         N. Exhibits and Schedules. If a document or matter is disclosed in any
         Exhibit or Schedule to this Agreement, it shall be deemed to be
         disclosed for all purposes of this Agreement without the necessity of
         repetition or specific cross-reference. All capitalized terms used in
         any Exhibit or Schedule to this Agreement which are not otherwise
         defined shall have the definitions specified in this Agreement.

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

                                    BUYER:

                                    Green Bay Converting, Inc.

                              By:   /s/ GREGORY P. SANTAGA
                                    --------------------------------------------
                                    Gregory P. Santaga, President

                                    SELLER:

                                    Tufco, LP
                                    By: Tufco Tech, Inc., its General Partner

                                    /s/ LOUIS LECALSEY           6/25/99
                                    --------------------------------------------
                                    Louis LeCalsey, Chief Executive Officer

                                    TUFCO:
                                    Tufco Technologies, Inc.

                                    By: /s/ LOUIS LECALSEY
                                        ----------------------------------------
                                    Name: Louis LeCalsey
                                          --------------------------------------
                                    Its: President & CEO
                                         ---------------------------------------


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