<PAGE>
                                                                   Exhibit 10.18

            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment"), dated as of December 5, 2002, between TUFCO, L.P., a Delaware
limited partnership (the "Borrower") and JPMORGAN CHASE BANK (the "Bank").

                                    RECITALS:

         A.       The Borrower and the Bank have entered into that certain
Amended and Restated Credit Agreement dated as of August 15, 2002 (as the same
may be amended or otherwise modified from time to time the "Agreement").

         B.       The Borrower has requested an amendment to the Agreement as
set forth herein.

         C.       The Bank has agreed to amend the Agreement as set forth
herein.

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree, effective as of the date hereof
unless otherwise indicated, as follows:

                                   ARTICLE 1

                                   Definitions

         Section 1.1 Definitions. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.

                                   ARTICLE 2

                                   Amendments

         Section 2.1 Amendment to Section 6.4(a)(ii)(A). The second sentence of
Section 6.4(a)(ii)(A) of the Agreement is hereby amended in its entirety to read
as set forth below:

         For purposes of this Section 6.4(a)(ii)(A), "Excess Cash Flow" means,
         for any Fiscal Year, the sum of: (i) EBITDA; minus (ii) cash taxes
         paid; minus (iii) cash interest expense (including the interest portion
         of Capital Lease Obligations); minus (iv) scheduled principal payments
         on Debt; minus (v) Capital Expenditures (except Capital Expenditures
         financed with the Term Loan or other Debt permitted by Section 11.1
         other than the Revolving Loans; provided, however, Capital Expenditures
         financed with the Revolving Loans to obtain the real property at the
         address RR5, Box 471, Manning, South Carolina located in Clarendon
         County, South Carolina shall be excluded from Capital Expenditures when
         calculating Excess Cash Flow); plus (vi) any non-operating,
         nonrecurring, or extraordinary gains or revenue actually received in
         cash to the extent excluded in determining Consolidated Net Income or
         EBITDA

         Section 2.2 Amendment to Section 12.3. The introductory paragraph of
Section 12.3 of the Agreement is hereby amended in its entirety to read as set
forth below:

                  Section 12.3 Capital Expenditures. The Parent shall not permit
         the aggregate amount of Capital Expenditures for any Fiscal Year to
         exceed an amount equal to the


                                     Page 1
<PAGE>

         sum of the Yearly Limit plus the Carryover Amount; provided, however,
         when determining compliance with this Section 12.3, if the Fiscal Year
         ends: (i) September 30, 2002, then total expenditures during the Fiscal
         Year ending September 30, 2002 to obtain and install the Clipper
         Converting System up to an amount equal to Two Million Dollars
         ($2,000,000) shall not be included in Capital Expenditures for such
         Fiscal Year, or (ii) September 30, 2003, then total expenditures during
         the Fiscal Year ending September 30, 2003 to obtain and install the
         Clipper Converting System up to an amount equal to the difference
         between (x) Two Million Dollars ($2,000,000) minus (y) expenditures
         during the Fiscal Year ending September 30, 2002 excluded from Capital
         Expenditures pursuant to the preceding clause (i) shall not be included
         in Capital Expenditures. Any expenditures in excess of Two Million
         Dollars ($2,000,000) in the aggregate to obtain and install the Clipper
         Converting System may be expended under the applicable Yearly Limit. An
         amount not to exceed $1,113,561.64 expended to acquire from Asset
         Holdings Corporation IX the real property at the address RR5, Box 471,
         Manning, South Carolina located in Clarendon County, South Carolina
         shall not be included in Capital Expenditures. As used in this Section
         12.3, the following terms have the following meanings:

         Section 2.3 References to Required Lenders. All references to the term
"Required Lenders" are hereby amended to read "Required Banks".

         Section 2.4 Exhibit G. Exhibit G of the Agreement is hereby amended in
its entirety to read as set forth on Exhibit G to this Amendment.

                                   ARTICLE 3

                  Ratifications, Representations and Warranties

         Section 3.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower and the Bank agree that the Agreement as amended hereby and
the other Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms. For all matters arising
prior to the effective date of this Amendment (including, without limitation,
the accrual and payment of interest and fees), the terms of the Agreement (as
unmodified by this Amendment) shall control and are hereby ratified and
confirmed.

         Section 3.2 Representations and Warranties. The Borrower hereby
represents and warrants to the Bank as follows: (a) after giving effect to this
Amendment, no Default has occurred and is continuing; and (b) after giving
effect to this Amendment, the representations and warranties contained in the
Agreement, as amended hereby, and any other Loan Documents are true and correct
in all respects on and as of the date hereof with the same effect as though made
on and as of such date except with respect to any representations and warranties
limited by their terms to a specific date. IN ADDITION, TO INDUCE THE BANK TO
AGREE TO THE TERMS OF THIS AMENDMENT, THE BORROWER AND THE OBLIGATED PARTY (BY
ITS EXECUTION BELOW) REPRESENT AND WARRANT THAT AS OF THE DATE OF ITS EXECUTION
OF THIS AMENDMENT THERE ARE NO CLAIMS, RIGHTS OF RECOUPMENT OR OFFSETS AGAINST
OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN
ACCORDANCE THEREWITH IT:


                                     Page 2
<PAGE>

         (a)      WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES,
RIGHTS OF RECOUPMENT OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR
TO THE DATE OF ITS EXECUTION OF THIS AMENDMENT AND

         (b)      RELEASE. RELEASES AND DISCHARGES THE BANK AND ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS
(COLLECTIVELY THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS,
INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS
WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR
EQUITY, WHICH THE BORROWER OR THE OBLIGATED PARTY EVER HAD, NOW HAS, CLAIMS TO
HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND
FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
THEREBY.

                                   ARTICLE 4

                                  Miscellaneous

         Section 4.1 Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan Document
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by the Bank or any closing shall affect the
representations and warranties or the right of the Bank to rely upon them.

         Section 4.2 Reference to Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Agreement as amended hereby, are hereby amended
so that any reference in such Loan Documents to the Agreement shall mean a
reference to the Agreement as amended hereby.

         Section 4.3 Fees and Expenses. As provided in the Agreement, the
Borrower agrees to pay on demand all costs and expenses incurred by the Bank in
connection with the preparation, negotiation, and execution of this Amendment,
including without limitation, the costs and fees of the Bank's legal counsel.

         Section 4.4 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section 4.5 Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas and the applicable
laws of the United States of America.

         Section 4.6 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Bank and the Borrower and their respective
successors and assigns, except the Borrower may not assign or transfer any of
its rights or obligations hereunder without the prior written consent of the
Bank.

         Section 4.7 Counterparts. This Amendment may be executed in one or more
counterparts, including telecopy counterparts, each of which when so executed
shall be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.


                                     Page 3
<PAGE>

         Section 4.8 Effect of Waiver. No consent or waiver, express or implied,
by the Bank to or for any breach of or deviation from any covenant, condition,
or duty by the Borrower or the Obligated Party shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition or
duty.

         Section 4.9 Headings. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.

         Section 4.10 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER OF THIS
AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.

                  [Remainder of Page Intentionally Left Blank]


                                     Page 4
<PAGE>

                                     TUFCO, L.P.

                                     By:   Tufco Tech, Inc.
                                           its Managing General Partner


                                           By:
                                              ----------------------------------
                                              Name:
                                                   -----------------------------
                                     Authorized Officer for the General Partner


<PAGE>

                                     JPMORGAN CHASE BANK


                                     By:
                                         ---------------------------------------
                                         D. Scott Harvey
                                         Senior Vice President


<PAGE>

                           CONSENT AND ACKNOWLEDGMENT

         Each of the undersigned Obligated Parties hereby consents and agrees to
this Amendment and each of the undersigned Obligated Parties ratifies and agrees
that the Loan Documents to which it is a party shall remain in full force and
effect and continue to be legal, valid, binding and enforceable in accordance
with their respective terms.

         In addition, Tufco Tech, Inc., as general partner of the Borrower,
hereby consents to the transfer by each of Technologies I, Inc., Tufco, Inc. and
TFCO, Inc. of their limited partnership interest in the Borrower pursuant to the
Amended and Restated Master Security Agreement. Tufco Tech, Inc. acknowledges
and agrees that such consent is the consent required pursuant to Section 7.1(c)
of that certain Agreement of Limited Partnership of Tufco, L.P.. Tufco Tech,
Inc. further acknowledges and agrees that such consent shall be effective
notwithstanding the fact that such consent was not given prior to the transfer.

         Witness due execution hereof by the undersigned as of the date first
written above.

                                     TUFCO TECH, INC. (for itself and as general
                                              partner of Tufco, L.P.)
                                     TUFCO TECHNOLOGIES, INC.
                                     FOREMOST MANUFACTURING COMPANY, INC.

                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                     TECHNOLOGIES I, INC.
                                     TUFCO, INC.
                                     TFCO, INC.

                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


<PAGE>

                                   EXHIBIT "G"
                                       TO
                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

                             Compliance Certificate


<PAGE>

                             COMPLIANCE CERTIFICATE
                                     for the
                     Fiscal Quarter ending               ,
                                          --------------   -------

To:  JPMorgan Chase Bank,
     as Agent
     Attn:  Steve Lewis
     12875 Josey Lane
     Dallas, TX  75234
     re:  TUFCO, L.P.

Ladies and Gentlemen:

         This Compliance Certificate (the "Certificate") is being delivered
pursuant to Section 10.1(c) of that certain Amended and Restated Credit
Agreement (as amended, the "Credit Agreement") dated as of August 15, 2002,
among Tufco, L.P. (the "Borrower"), Tufco Technologies, Inc. (the "Parent"), the
banks and lending institutions named therein (the "Banks") and JPMorgan Chase
Bank, as agent for the Banks (the "Agent"). All capitalized terms, unless
otherwise defined herein, shall have the same meanings as in the Credit
Agreement. All the calculations set forth below shall be made pursuant to the
terms of the Credit Agreement.

         The undersigned, as a Responsible Party of Parent, and not
individually, does hereby certify to the Agent and the Banks that:

1.       DEFAULT.

         No Default has occurred and is continuing or if a Default has occurred
         and is continuing, I have described on the attached Exhibit "A" the
         nature thereof and the steps taken or proposed to remedy such Default.

2.       SECTION 10.1 - FINANCIAL STATEMENTS AND RECORDS
<TABLE>
<S>                                                                                 <C>     <C>     <C>
         (a)      Annual audited financial statements of Parent and its
                  Subsidiaries on or before ninety (90) days after the end of
                  each Fiscal Year.                                                 Yes     No      N/A

         (b)      Quarterly unaudited financial statements of Parent and its
                  Subsidiaries within forty - five (45) days after the end of
                  the first 3 Fiscal Quarters                                       Yes     No      N/A

         (c)      Financial Projections of Parent and its Subsidiaries within
                  forty - five (45) days after the beginning of each Fiscal
                  Year.                                                             Yes     No      N/A

         (d)      Borrowing Base Certificate within thirty (30) days after the
                  end of each month.                                                Yes     No      N/A
</TABLE>


                                     Page 1
<PAGE>

3.       SECTION 11.1 - DEBT

<TABLE>
<S>                                                                                 <C>          <C>     <C>
         (a)       Purchase money not to exceed:                                    $250,000
                   Actual Outstanding                                               $            Yes     No
                                                                                     ---------

         (b)       Guarantees of surety, appeal bonds, etc. not to exceed:          $ 250,000
                   Actual Outstanding:                                              $            Yes     No
                                                                                     ---------

         (c)       Other Debt not to exceed:                                        $ 500,000
                   Actual Outstanding:                                              $            Yes     No
                                                                                     ---------

4.       SECTION 11.8 - ASSET DISPOSITIONS

         (a)       Aggregate book value of non-ordinary course asset
                   dispositions during any 12 - month period not to exceed:         $ 100,000

          (b)       Total book value of non-ordinary course asset dispositions
                    for 12 - month period most recently ending (not including
                    dispositions pursuant to clauses (a)
                    through (c) of Section 11.8 of the Credit Agreement):           $            Yes     No
                                                                                     ---------

5.       SECTION 12.1 - FIXED CHARGE COVERAGE

          (a)       Consolidated Net Income (from Schedule 1 attached hereto)
                    for the last four Fiscal Quarters (the "Calculation
                    Period")                                                        $
                                                                                     ---------
          (b)       Plus deductions for tax included in Consolidated Net
                    Income during the Calculation Period                            $
                                                                                     ---------

          (c)       Less benefit from tax included in Consolidated Net Income
                    during the Calculation Period                                  ($         )
                                                                                     ---------

          (d)       Plus interest expense (including interest portion of
                    Capital Lease Obligations) included in Consolidated Net
                    Income during the Calculation Period                            $
                                                                                     ---------

          (e)       Plus amortization included in Consolidated Net Income
                    during the Calculation Period                                   $
                                                                                     ---------

          (f)       Plus depreciation included in Consolidated Net Income
                    during the Calculation Period                                   $
                                                                                     ---------

          (g)       PARENT'S EBITDA: an amount equal to the sum of Lines
                    5(a), plus 5(b), 5(d), 5(e) and 5(f); minus Line 5(c)           $
                                                                                     ---------
</TABLE>


                                     Page 2
<PAGE>

<TABLE>
<S>                                                                                 <C>          <C>     <C>
          (h)       Plus any Synthetic Lease expenses paid during such
                    Calculation Period                                              $
                                                                                     ---------

          (i)       Less cash taxes paid during such Calculation Period            ($         )
                                                                                     ---------

          (j)       PARENT'S CASH FLOW: an amount equal to difference of the
                    sum of Lines 5(g) plus 5(h); minus Line 5(i)                    $
                                                                                     ---------

          (k)       Fixed Charges

                    (i)       Cash interest expense during such Calculation
                              Period                                                $
                                                                                     ---------

                    (ii)      Scheduled principal payments on Debt during
                              such Calculation Period                               $
                                                                                     ---------

                    (iii)     Aggregate amount of unfinanced Capital
                              Expenditures during such Calculation Period           $
                                                                                     ---------

                    (iv)      Any Synthetic Lease expenses paid during such
                              Calculation Period                                    $
                                                                                     ---------

                    (v)       PARENT'S FIXED CHARGES: an amount equal to the
                              sum of Lines 5(k)(i) through 5(k)(iv)                 $
                                                                                     ---------

          (m)       Actual Fixed Charge Coverage Ratio: Line 5(j) / Line
                    5(k)(v)                                                              :1.00
                                                                                    -----

          (n)     Minimum Fixed Charge Coverage Ratio                                    :1.00   Yes     No
                  (If this certificate is for a Fiscal Quarter ended prior to or    -----
                  on June 30, 2003, then the minimum ratio is 1.10:1.00; if for
                  subsequent Fiscal Quarters, then the minimum ratio is
                  1.20:1.00

6.       SECTION 12.2 - WORKING CAPITAL

          (a)       Consolidated current assets                                     $
                                                                                     ---------

          (b)       Less consolidated current liabilities                          ($         )
                                                                                     ---------

          (c)       Less, to the extent not already included in clause (b),
                    outstanding Revolving Loans                                    ($         )
                                                                                     ---------

          (d)       PARENT'S WORKING CAPITAL: an amount equal to Line 6(a)
                    minus the sum of Line 6(b) plus Line 6(c)                       $
                                                                                     ---------

          (e)       Minimum Working Capital                                         $6,100,000   Yes     No
</TABLE>


                                     Page 3
<PAGE>

7.       SECTION 12.3 - CAPITAL EXPENDITURES

<TABLE>
<S>                                                                                 <C>
          (a)       Capital Expenditures for current Fiscal Year (not to
                    include expenditures up to $2,000,000 in the aggregate
                    during the Fiscal Years ended September 30, 2002 and
                    September 30, 2003 to obtain and install the Clipper
                    Converting System or expenditures up to $1,113,561.64 to
                    acquire the real property located in Manning, South
                    Carolina)                                                       $
                                                                                     ---------

          (b)       Yearly Limit (if the Fiscal Year ends September 30, 2002,
                    then $1,250,000 and for all other Fiscal Years,
                    $2,000,000)                                                     $
                                                                                     ---------

          (c)       Carryover Amount

                    (i)        Yearly Limit of preceding Fiscal Year (if
                               preceding Fiscal Year ended September 30,
                               2002, then $1,250,000, otherwise $2,000,000)         $
                                                                                     ---------

                    (ii)       Capital Expenditures for preceding Fiscal Year
                               (not to include expenditures up to $2,000,000
                               in the aggregate during the Fiscal Years ended
                               September 30, 2002 and September 30, 2003 to
                               obtain and install the Clipper Converting
                               System or expenditures up to $1,113,561.64 to
                               acquire the real property located in Manning,
                               South Carolina)                                      $
                                                                                     ---------

                    (iii)      If Line 7(c)(i) is greater than Line 7(c)(ii),
                               then an amount equal to Line 7(c)(i) minus
                               Line 7(c)(ii), otherwise enter zero                  $
                                                                                     ---------

                    (iv)       If the current Fiscal Year begins October 1,
                               2004, then complete 7(c)(iv)(1) through
                               7(c)(iv)(8), otherwise skip to 7(c)(v)

                               (1)      EBITDA (from Line 5(g))                     $
                                                                                     ---------

                               (2)      Less cash taxes during such the
                                        previous Fiscal Year                       ($         )
                                                                                     ---------

                               (3)      Less cash interest expense during the
                                        previous Fiscal Year                       ($         )
                                                                                     ---------

                               (4)      Less Scheduled Principal payments on
                                        Debt during the previous Fiscal Year       ($         )
                                                                                     ---------
</Table>

                                     Page 4
<PAGE>
<Table>
<S>                                                                                <C>           <C>     <C>
                               (5)      Less unfinanced Capital Expenditures
                                        during the previous Fiscal Year            ($         )
                                                                                     ---------

                               (6)      Plus non - operating, non - recurring
                                        or extraordinary gains or revenue
                                        actually received in cash to the
                                        extent excluded in determining
                                        Consolidated Net Income or EBITDA           $
                                                                                     ---------

                               (7)      EXCESS CASH FLOW FROM THE PREVIOUS
                                        FISCAL YEAR:  an amount equal to Line
                                        7(c)(iv)(1) minus the sum of Line
                                        5(c)(iv)(2) through 5(c)(iv)(7) plus
                                        Line 5(c)(iv)(6)                            $
                                                                                     ---------

                               (8)      50% of Line 7(iv)(7) (i.e., Excess
                                        Cash Flow from the previous Fiscal
                                        Year)                                       $
                                                                                     ---------

                               (9)      The Lesser of the amount entered on
                                        Line 7(c)(iv)(8) or $750,000                $
                                                                                     ---------

                    (v)        CARRYOVER AMOUNT: an amount equal to Line
                               7(c)(iii) plus Line 7(c)(iv)(9), if applicable       $
                                                                                     ---------

          (d)       Capital Expenditures from Current Fiscal Year (from Line
                    7(a))                                                           $
                                                                                     ---------

          (e)       MAXIMUM CAPITAL EXPENDITURES allowed by Credit Agreement
                    (Line 7(b) plus Line 7(c)(v))                                   $            Yes     No
                                                                                     ---------

8.       SECTION 5.2 - ADJUSTMENTS TO MARGINS AND FEES.

          (a)       Indebtedness as of current Fiscal quarter end:

                    (i)        Borrowed money                                       $
                                                                                     ---------

                    (ii)       Debt evidenced by bonds, notes, etc.                 $
                                                                                     ---------

                    (iii)      Capital Lease Obligations                            $
                                                                                     ---------

                    (iv)       Reimbursement obligations in respect of
                               letters of credit (unless the Debt secured by
                               any such letter of credit is included in
                               either (i) or (ii) above or (v) or (vi) below)       $
                                                                                     ---------
</TABLE>


                                     Page 5
<PAGE>

<TABLE>
<S>                                                                                 <C>
                    (v)        Synthetic Lease debt (including without
                               limitation, Manning, South Carolina Debt)            $
                                                                                     ---------

                    (vi)       Total of (i) through (v)                             $
                                                                                     ---------

          (b)       EBITDA from 5(k)                                                $
                                                                                     ---------

          (c)       Ratio of 8(a) to 8(b)                                                :1.00
                                                                                    -----

          (d)       Adjustment to margins and fees under Section 5.2?  If so,
                    set forth below the new margins and fees:

                    Base Margin                                                              %
                                                                                        -----
                    Commitment Fee                                                           %
                                                                                        -----
                    Eurodollar Rate Margin                                                   %
                                                                                        -----
</TABLE>

9.       ATTACHED SCHEDULES

         Attached hereto as schedules are the calculations supporting the
         computation set forth above in this Certificate. All information
         contained herein and on the attached schedules is true and correct.

10.      FINANCIAL STATEMENTS

         The unaudited financial statements attached hereto were prepared in
         accordance with GAAP (excluding footnotes) and fairly present (subject
         to year end audit adjustments) the financial conditions and the results
         of the operations of the Persons reflected thereon, at the date and for
         the periods indicated therein.

11.      CONFLICT

         In the event of any conflict between the definitions or covenants
         contained in the Credit Agreement and as they may be interpreted or
         abbreviated in this Compliance Certificate, the Credit Agreement shall
         control.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate
effective this           day of
              ----------       -------------------, -----

                                     TUFCO TECHNOLOGIES, INC.


                                     By:
                                        ----------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                     Page 6
<PAGE>


                                   Schedule 1
                                       to
                             Compliance Certificate

                         Parent Consolidated Net Income

                 for period              to
                           -------------   -------------

1.       GAAP Consolidated Net Income (or loss) for Parent (with inventory
         valued at the lower of its fair market value or its historical cost (on
         a first-in, first-out basis), excluding the following to the extent
         included and without duplication: $

<TABLE>
<S>                                                                                 <C>
         (a)      any extraordinary, nonrecurring or non-operating gain, loss,
                  revenue or expense;                                               $
                                                                                     ------------
         (b)      any extraordinary, nonrecurring or non-operating loss or
                  expense which is non-cash, provided, however, if the period
                  being calculated includes the Fiscal Quarter ended March 31,
                  2002, such loss or expense attributable to the write down of
                  the value of assets in such quarter to the extent deducted in
                  determining Consolidated Net Income and not otherwise taken
                  into account in the calculation thereof shall not exceed an
                  amount equal to the lesser of (i) the amount actually
                  attributable to the write down of the value of assets realized
                  in such quarter to the extent deducted in determining
                  Consolidated Net Income and not otherwise taken into account
                  in the calculation thereof or (ii) Three Hundred Eleven
                  Thousand Two Hundred Sixty-Three Dollars ($311,263);              $
                                                                                     ------------

         (c)      gains or losses realized upon sale or other disposition of any
                  capital stock or debt security of the Parent or any
                  Subsidiary;                                                       $
                                                                                     ------------

         (d)      any gains or losses from the disposal of a discontinued
                  business;                                                         $
                                                                                     ------------

         (e)      any net gains or losses arising from the extinguishment of any
                  debt;                                                             $
                                                                                     ------------

         (f)      any restoration to income of any contingency reserve for long
                  term asset or long term liabilities, except to the extent that
                  provision for such reserve was made out of income accrued
                  during such period;                                               $
                                                                                     ------------

         (g)      the cumulative effect of any change in an accounting principle
                  on income of prior periods, provided, however, if the period
                  being calculated includes the Fiscal Quarter ended March 31,
                  2002, such exclusion shall not exceed the lesser of (i) the
                  amount attributable to the impairment of goodwill resulting
                  from the compliance with statement number 142 of the FASB and
                  included in Consolidated Net Income during the Calculation
                  Period or (ii) $4,851,591;                                        $
                                                                                     ------------

         (h)      any deferred credit representing the excess of equity in any
                  acquired company or assets at the date of acquisition over the
                  cost of the investment in such company or asset;                  $
                                                                                     ------------

         (i)      the income from any sale of assets in which the book value of
                  such assets prior to their sale had been the book value
                  inherited from a transfer of such assets;                         $
                                                                                     ------------
</TABLE>


                                     Page 7
<PAGE>
<TABLE>
<S>                                                                                 <C>
         (j)      the income (or loss) of any Person (other than a subsidiary)
                  in which Parent or a Subsidiary has an ownership interest;
                  provided, however, that (i) Consolidated Net Income shall
                  include amounts in respect of the income of such Person when
                  actually received in cash by the Parent or such Subsidiary in
                  the form of dividends or similar distributions and (ii)
                  Consolidated Net Income shall be reduced by the aggregate
                  amount of all investments, regardless of the form thereof,
                  made by Parent or any Subsidiary in such Person for the
                  purpose of funding any deficit or loss of such Person;            $
                                                                                     ------------

         (k)      any reduction in or addition to income tax expense resulting
                  from an increase or decrease in a deferred income tax asset
                  due to the anticipation of future income tax benefits;            $
                                                                                     ------------

         (l)      any reduction in or addition to income tax expense due to the
                  change in a statutory tax rate resulting in an increase or
                  decrease in a deferred income tax asset or in a deferred
                  income tax liability;                                             $
                                                                                     ------------

         (m)      any gains or losses attributable to returned surplus assets of
                  any pension - benefit plan or any pension credit attributable
                  to the excess of (i) the return on pension - plan assets over
                  (ii) the pension obligation's service cost and interest cost;
                                                                                    $
                                                                                     ------------

         (n)      the income or loss of any Person acquired by Parent or a
                  Subsidiary for any period prior to the date of such
                  acquisition; and                                                  $
                                                                                     ------------

         (o)      the income from any sale of assets in which the accounting
                  basis of such assets had been the book value of any Person
                  acquired by Parent or a Subsidiary prior to the date such
                  Person became a subsidiary or was merged into or consolidated
                  with Parent or such Subsidiary.                                   $
                                                                                     ------------

                   TOTAL:                                                           $
                                                                                     ============
</TABLE>

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