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                                                                   EXHIBIT 10.14
(LOCAL CURRENCY--SINGLE JURISDICTION)

                                    ISDA(R)
                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                           dated as of July 30, 1998

     FIRST UNION NATIONAL BANK       and                TUFCO, L.P.
------------------------------------     ---------------------------------------

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: --

1.       INTERPRETATION

(a)      DEFINITIONS. The terms defined in Section 12 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      INCONSISTENCY. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master Agreement,
the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.

(c)      SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.       OBLIGATIONS

(a)      GENERAL CONDITIONS.

         (i)     Each party will make each payment or delivery specified in
         each Confirmation to be made by it, subject to the other provisions of
         this Agreement.

         (ii)    Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

         (iii)   Each obligation of each party under Section 2(a)(i) is subject
         to (1) the condition precedent that no Event of Default or Potential
         Event of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination Date
         in respect of the relevant Transaction has occurred or been
         effectively designated and (3) each other applicable condition
         precedent specified in this Agreement.

       Copyright (c)1992 by International Swap Dealers Association, Inc.

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(b)      CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      NETTING. If on any date amounts would otherwise be payable:--

         (i)     in the same currency; and

         (ii)    in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the
other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of branches or offices through which the
parties make and receive payments or deliveries.

(d)      DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment obligation
will, to the extent permitted by law and subject to Section 6(c), be required
to pay interest (before as well as after judgment) on the overdue amount to the
other party on demand in the same currency as such overdue amount, for the
period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate. Such interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in
the performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into) that:--

(a)      BASIC REPRESENTATIONS.

         (i)     STATUS. It is duly organised and validly existing under the
         laws of the jurisdiction of its organisation or incorporation and, if
         relevant under such laws, in good standing;

         (ii)    POWERS. It has the power to execute this Agreement and any
         other documentation relating to this Agreement to which it is a party,
         to deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it
         has under any Credit Support Document to which it is a party and has
         taken all necessary action to authorise such execution, delivery and
         performance;

         (iii)   NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment
         of any court or other agency of government applicable to it or any of
         its assets or any contractual restriction binding on or affecting it
         or any of its assets;





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         (iv)    CONSENTS. All governmental and other consents that are
         required to have been obtained by it with respect to this Agreement or
         any Credit Support Document to which it is a party have been obtained
         and are in full force and effect and all conditions of any such
         consents have been complied with; and

         (v)     OBLIGATIONS BINDING. Its obligations under this Agreement and
         any Credit Support Document to which it is a party constitute its
         legal, valid and binding obligations, enforceable in accordance with
         their respective terms (subject to applicable bankruptcy,
         reorganisation, insolvency, moratorium or similar laws affecting
         creditors' rights generally and subject, as to enforceability, to
         equitable principles of general application (regardless of whether
         enforcement is sought in a proceeding in equity or at law)).

(b)      ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party any
forms, documents or certificates specified in the Schedule or any Confirmation
by the date specified in the Schedule or such Confirmation or, if none is
specified, as soon as reasonably practicable.

(b)      MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or other
authority that are required to be obtained by it with respect to this Agreement
or any Credit Support Document to which it is a party and will use all
reasonable efforts to obtain any that may become necessary in the future.

(c)      COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      EVENTS OF DEFAULT. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

         (i)     FAILURE TO PAY OR DELIVER. Failure by the party to make, when
         due, any payment under this Agreement or delivery under Section
         2(a)(i) or 2(d) required to be made by it if such failure is not
         remedied on or before the third Local Business Day after notice of
         such failure is given to the party;

         (ii)    BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(d) or to give notice of a Termination Event) to be complied with or
         performed





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         by the party in accordance with this Agreement if such failure is not
         remedied on or before the thirtieth day after notice of such failure
         is given to the party;

         (iii)   CREDIT SUPPORT DEFAULT.

                 (1)      Failure by the party or any Credit Support Provider
                 of such party to comply with or perform any agreement or
                 obligation to be complied with or performed by it in
                 accordance with any Credit Support Document if such failure is
                 continuing after any applicable grace period has elapsed;

                 (2)      the expiration or termination of such Credit Support
                 Document or the failing or ceasing of such Credit Support
                 Document to be in full force and effect for the purpose of
                 this Agreement (in either case other than in accordance with
                 its terms) prior to the satisfaction of all obligations of
                 such party under each Transaction to which such Credit Support
                 Document relates without the written consent of the other
                 party; or

                 (3)      the party or such Credit Support Provider disaffirms,
                 disclaims, repudiates or rejects, in whole or in part, or
                 challenges the validity of, such Credit Support Document;

         (iv)    MISREPRESENTATION. A representation made or repeated or deemed
         to have been made or repeated by the party or any Credit Support
         Provider of such party in this Agreement or any Credit Support
         Document proves to have been incorrect or misleading in any material
         respect when made or repeated or deemed to have been made or repeated;

         (v)     DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (1) defaults under a Specified Transaction and, after
         giving effect to any applicable notice requirement or grace period,
         there occurs a liquidation of, an acceleration of obligations under,
         or an early termination of, that Specified Transaction, (2) defaults,
         after giving effect to any applicable notice requirement or grace
         period, in making any payment or delivery due on the last payment,
         delivery or exchange date of, or any payment on early termination of,
         a Specified Transaction (or such default continues for at least three
         Local Business Days if there is no applicable notice requirement or
         grace period) or (3) disaffirms, disclaims, repudiates or rejects, in
         whole or in part, a Specified Transaction (or such action is taken by
         any person or entity appointed or empowered to operate it or act on
         its behalf);

         (vi)    CROSS DEFAULT. If "Cross Default" is specified in the Schedule
         as applying to the party, the occurrence or existence of (1) a
         default, event of default or other similar condition or event (however
         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness
         of any of them (individually or collectively) in an aggregate amount
         of not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof
         in an aggregate amount of not less than the applicable Threshold
         Amount under such agreements or instruments (after giving effect to
         any applicable notice requirement or grace period);

         (vii)   BANKRUPTCY. The party, any Credit Support Provider of such
         party or any applicable Specified Entity of such party: --

                 (1)      is dissolved (other than pursuant to a consolidation,
                 amalgamation or merger); (2) becomes insolvent or is unable to
                 pay its debts or fails or admits in writing its inability
                 generally to pay its debts as they become due; (3) makes a
                 general assignment, arrangement or composition with or for the
                 benefit of its creditors; (4) institutes or has instituted
                 against it a proceeding seeking a judgment of insolvency or
                 bankruptcy or any other relief under any bankruptcy or
                 insolvency law or other similar law affecting creditors'
                 rights, or a petition is presented for its





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                 winding-up or liquidation, and, in the case of any such
                 proceeding or petition instituted or presented against it,
                 such proceeding or petition (A) results in a judgment of
                 insolvency or bankruptcy or the entry of an order for relief
                 or the making of an order for its winding-up or liquidation or
                 (B) is not dismissed, discharged, stayed or restrained in each
                 case within 30 days of the institution or presentation
                 thereof; (5) has a resolution passed for its winding-up,
                 official management or liquidation (other than pursuant to a
                 consolidation, amalgamation or merger); (6) seeks or becomes
                 subject to the appointment of an administrator, provisional
                 liquidator, conservator, receiver, trustee, custodian or other
                 similar official for it or for all or substantially all its
                 assets; (7) has a secured party take possession of all or
                 substantially all its assets or has a distress, execution,
                 attachment, sequestration or other legal process levied,
                 enforced or sued on or against all or substantially all its
                 assets and such secured party maintains possession, or any
                 such process is not dismissed, discharged, stayed or
                 restrained, in each case within 30 days thereafter; (8) causes
                 or is subject to any event with respect to it which, under the
                 applicable laws of any jurisdiction, has an analogous effect
                 to any of the events specified in clauses (1) to (7)
                 (inclusive); or (9) takes any action in furtherance of, or
                 indicating its consent to, approval of, or acquiescence in,
                 any of the foregoing acts; or

         (viii)  MERGER WITHOUT ASSUMPTION. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges
         with or into, or transfers all or substantially all its assets to,
         another entity and, at the time of such consolidation, amalgamation,
         merger or transfer:--

                 (1)      the resulting, surviving or transferee entity fails
                 to assume all the obligations of such party or such Credit
                 Support Provider under this Agreement or any Credit Support
                 Document to which it or its predecessor was a party by
                 operation of law or pursuant to an agreement reasonably
                 satisfactory to the other party to this Agreement; or

                 (2)      the benefits of any Credit Support Document fail to
                 extend (without the consent of the other party) to the
                 performance by such resulting, surviving or transferee entity
                 of its obligations under this Agreement.

(b)      TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, and, if specified to be applicable, a
Credit Event Upon Merger if the event is specified pursuant to (ii) below or an
Additional Termination Event if the event is specified pursuant to (iii)
below:--

         (i)     ILLEGALITY. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent
         jurisdiction of any applicable law after such date, it becomes
         unlawful (other than as a result of a breach by the party of Section
         4(b)) for such party (which will be the Affected Party):--

                 (1)      to perform any absolute or contingent obligation to
                 make a payment or delivery or to receive a payment or delivery
                 in respect of such Transaction or to comply with any other
                 material provision of this Agreement relating to such
                 Transaction; or

                 (2)      to perform, or for any Credit Support Provider of
                 such party to perform, any contingent or other obligation
                 which the party (or such Credit Support Provider) has under
                 any Credit Support Document relating to such Transaction;

         (ii)    CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or





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         (iii)   ADDITIONAL TERMINATION EVENT. If any "Additional Termination
         Event" is specified in the Schedule or any Confirmation as applying,
         the occurrence of such event (and, in such event, the Affected Party
         or Affected Parties shall be as specified for such Additional
         Termination Event in the Schedule or such Confirmation).

(c)      EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

6.       EARLY TERMINATION

(a)      RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as applying
to a party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect to such
party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time immediately
preceding the institution of the relevant proceeding or the presentation of the
relevant petition upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
(8).

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i)     NOTICE. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii)    TWO AFFECTED PARTIES. If an Illegality under Section
         5(b)(i)(1) occurs and there are two Affected Parties, each party will
         use all reasonable efforts to reach agreement within 30 days after
         notice thereof is given under Section 6(b)(i) on action to avoid that
         Termination Event.

         (iii)   RIGHT TO TERMINATE. If:--

                 (1)      an agreement under Section 6(b)(ii) has not been
                 effected with respect to all Affected Transactions within 30
                 days after an Affected Party gives notice under Section
                 6(b)(i); or

                 (2)      an Illegality other than that referred to in Section
                 6(b)(ii), a Credit Event Upon Merger or an Additional
                 Termination Event occurs,

         either party in the case of an Illegality, any Affected Party in the
         case of an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then continuing, designate a day not earlier than the day
         such notice is effective as an Early Termination Date in respect of
         all Affected Transactions.

(c)      EFFECT OF DESIGNATION.

         (i)     If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.





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         (ii)    Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(d) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

(d)      CALCULATIONS.

         (i)     STATEMENT. On or as soon as reasonably practicable following
         the occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and
         will provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is
         to be paid. In the absence of written confirmation from the source of
         a quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)    PAYMENT DATE. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of an
         Event of Default) and on the day which is two Local Business Days
         after the day on which notice of the amount payable is effective (in
         the case of an Early Termination Date which is designated as a result
         of a Termination Event). Such amount will be paid together with (to
         the extent permitted under applicable law) interest thereon (before as
         well as after judgment), from (and including) the relevant Early
         Termination Date to (but excluding) the date such amount is paid, at
         the Applicable Rate. Such interest will be calculated on the basis of
         daily compounding and the actual number of days elapsed.

(e)      PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs,
the following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any
Set-off.

         (i)     EVENTS OF DEFAULT. If the Early Termination Date results from
         an Event of Default:--

                 (1)      First Method and Market Quotation. If the First
                 Method and Market Quotation apply, the Defaulting Party will
                 pay to the Non-defaulting Party the excess, if a positive
                 number, of (A) the sum of the Settlement Amount (determined by
                 the Non-defaulting Party) in respect of the Terminated
                 Transactions and the Unpaid Amounts owing to the
                 Non-defaulting Party over (B) the Unpaid Amounts owing to the
                 Defaulting Party.

                 (2)      First Method and Loss. If the First Method and Loss
                 apply, the Defaulting Party will pay to the Non-defaulting
                 Party, if a positive number, the Non-defaulting Party's Loss
                 in respect of this Agreement.

                 (3)      Second Method and Market Quotation. If the Second
                 Method and Market Quotation apply, an amount will be payable
                 equal to (A) the sum of the Settlement Amount (determined by
                 the Non-defaulting Party) in respect of the Terminated
                 Transactions and the Unpaid Amounts owing to the
                 Non-defaulting Party less (B) the Unpaid Amounts owing to the
                 Defaulting Party. If that amount is a positive number, the
                 Defaulting Party will pay it to the Non-defaulting Party; if
                 it is a negative number, the Non-defaulting Party will pay the
                 absolute value of that amount to the Defaulting Party.

                 (4)      Second Method and Loss. If the Second Method and Loss
                 apply, an amount will be payable equal to the Non-defaulting
                 Party's Loss in respect of this Agreement. If that amount is a
                 positive number, the Defaulting Party will pay it to the
                 Non-defaulting Party; if it is a negative number, the
                 Non-defaulting Party will pay the absolute value of that
                 amount to the Defaulting Party.





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         (ii)    TERMINATION EVENTS. If the Early Termination Date results from
         a Termination Event:--

                 (1)      One Affected Party. If there is one Affected Party,
                 the amount payable will be determined in accordance with
                 Section 6(e)(i)(3), if Market Quotation applies, or Section
                 6(e)(i)(4), if Loss applies, except that, in either case,
                 references to the Defaulting Party and to the Non-defaulting
                 Party will be deemed to be references to the Affected Party
                 and the party which is not the Affected Party, respectively,
                 and, if Loss applies and fewer than all the Transactions are
                 being terminated, Loss shall be calculated in respect of all
                 Terminated Transactions.

                 (2)      Two Affected Parties. If there are two Affected
                 Parties:--

                          (A)     if Market Quotation applies, each party will
                          determine a Settlement Amount in respect of the
                          Terminated Transactions, and an amount will be
                          payable equal to (I) the sum of (a) one-half of the
                          difference between the Settlement Amount of the party
                          with the higher Settlement Amount ("X") and the
                          Settlement Amount of the party with the lower
                          Settlement Amount ("Y") and (b) the Unpaid Amounts
                          owing to X less (II) the Unpaid Amounts owing to Y;
                          and

                          (B)     if Loss applies, each party will determine
                          its Loss in respect of this Agreement (or, if fewer
                          than all the Transactions are being terminated, in
                          respect of all Terminated Transactions) and an amount
                          will be payable equal to one-half of the difference
                          between the Loss of the party with the higher Loss
                          ("X") and the Loss of the party with the lower Loss
                          ("Y").

                 If the amount payable is a positive number, Y will pay it to
                 X; if it is a negative number, X will pay the absolute value
                 of that amount to Y.

         (iii)   ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted
         by law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv)    PRE-ESTIMATE. The parties agree that if Market Quotation
         applies an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

7.       TRANSFER

Neither this Agreement nor any interest or obligation in or under this
Agreement may be transferred (whether by way of security or otherwise) by
either party without the prior written consent of the other party, except
that:--

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.





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<PAGE>   9
8.       MISCELLANEOUS

(a)      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by
an exchange of telexes or electronic messages on an electronic messaging
system.

(c)      SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)      COUNTERPARTS AND CONFIRMATIONS.

         (i)     This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts
         (including by facsimile transmission), each of which will be deemed an
         original.

         (ii)    The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall be entered into as soon as
         practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

9.       EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees,
incurred by such other party by reason of the enforcement and protection of its
rights under this Agreement or any Credit Support Document to which the
Defaulting Party is a party or by reason of the early termination of any
Transaction, including, but not limited to, costs of collection.

10.      NOTICES

(a)      EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

         (i)     if in writing and delivered in person or by courier, on the
         date it is delivered;

         (ii)    if sent by telex, on the date the recipient's answerback is
         received;





                                      9                             ISDA(R) 1992
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<PAGE>   10
         (iii)   if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient in
         legible form (it being agreed that the burden of proving receipt will
         be on the sender and will not be met by a transmission report
         generated by the sender's facsimile machine);

         (iv)    if sent by certified or registered mail (airmail, if overseas)
         or the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v)     if sent by electronic messaging system, on the date that
         electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)      CHANGE OF ADDRESSES. Either party may by notice to the other change
the address, telex or facsimile number or electronic messaging system details
at which notices or other communications are to be given to it.

11.      GOVERNING LAW AND JURISDICTION

(a)      GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      JURISDICTION. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--

         (i)     submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan
         in New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii)    waives any objection which it may have at any time to the
         laying of venue of any Proceedings brought in any such court, waives
         any claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

12.      DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).





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<PAGE>   11
"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, all Transactions affected by the occurrence of
such Termination Event and (b) with respect to any other Termination Event, all
Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:--

(a)      in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)      in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c)      in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)      in all other cases, the Termination Rate.

"CONSENT" includes a consent, approval, action, authorization, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified
as such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iii).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if 
applicable, in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"LAW" includes any treaty, law, rule or regulation and "LAWFUL" and "UNLAWFUL"
will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located, (c) in
relation to any notice or other communication, including notice contemplated
under Section 5(a)(i), in the city specified in the address for notice provided
by the recipient and, in the case of a notice contemplated by Section 2(b), in
the place where the relevant new account is to be located and (d) in relation
to Section 5(a)(v)(2), in the relevant locations for performance with respect
to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which
case expressed as a negative number) in connection with this Agreement or that
Terminated Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of such
party but without duplication, loss or cost incurred as a result of its
terminating, liquidating, obtaining or reestablishing any hedge or related
trading position (or any gain





                                     11                             ISDA(R) 1992
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<PAGE>   12
resulting from any of them). Loss includes losses and costs (or gains) in
respect of any payment or delivery required to have been made (assuming
satisfaction of each applicable condition precedent) on or before the relevant
Early Termination Date and not made, except, so as to avoid duplication, if
Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party's legal fees and out-of-pocket expenses referred to under Section 9. A
party will determine its Loss as of the relevant Early Termination Date, or, if
that is not reasonably practicable, as of the earliest date thereafter as is
reasonably practicable. A party may (but need not) determine its Loss by
reference to quotations of relevant rates or prices from one or more leading
dealers in the relevant markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or
by such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition
precedent) by the parties under Section 2(a)(i) in respect of such Terminated
Transaction or group of Terminated Transactions that would, but for the
occurrence of the relevant Early Termination Date, have been required after
that date. For this purpose, Unpaid Amounts in respect of the Terminated
Transaction or group of Terminated Transactions are to be excluded but, without
limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be included. The
Replacement Transaction would be subject to such documentation as such party
and the Reference Market-maker may, in good faith, agree. The party making the
determination (or its agent) will request each Reference Market-maker to
provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e), and, if each party is
so obliged, after consultation with the other. If more than three quotations
are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation
will be the quotation remaining after disregarding the highest and lowest
quotations. For this purpose, if more than one quotation has the same highest
value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market
Quotation in respect of such Terminated Transaction or group of Terminated
Transactions cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.





                                     12                             ISDA(R) 1992
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<PAGE>   13
"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:-- 

(a)      the Market Quotations (whether positive or negative) for each
Terminated Transaction or group of Terminated Transactions for which a Market
Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
to any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meaning specified in the Schedule.

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of
such party or any applicable Specified Entity of such party) and the other
party to this Agreement (or any Credit Support Provider of such other party or
any applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION EVENT" means an Illegality or, if specified to be applicable, a
Credit Event Upon Merger or an Additional Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under
Section 2(a)(i) which was (or would have been but for Section 2(a)(iii))
required to be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market value of that which was (or would have
been) required to be delivered as of the originally scheduled date for
delivery, in each case together with (to the extent permitted under applicable
law) interest, in the currency of such amounts, from (and including) the date
such amounts or obligations were or would have been required to have been paid
or performed to (but excluding) such Early Termination Date, at the Applicable
Rate. Such amounts of interest will be calculated on the basis of daily
compounding and the actual number of days elapsed. The fair market value of any
obligation referred to in clause (b) above shall be reasonably determined





                                     13                             ISDA(R) 1992
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<PAGE>   14
by the party obliged to make the determination under Section 6(e) or, if each
party is so obliged, it shall be the average of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

     FIRST UNION NATIONAL BANK                         TUFCO, L.P.
-------------------------------------   ----------------------------------------
         (Name of Party)                             (Name of Party)
                                        
By: /s/ DELENE TRAVELLA                 By:     Tufco Tech, Inc., its managing
   ----------------------------------           general partner
   Name:  DELENE M. TRAVELLA                                    
   Title: VICE PRESIDENT                 
   Date:  9/11/98                        
                                                By: /s/ GREG WILEMON
                                                   -----------------------------
                                                Name:  GREG WILEMON
                                                Title: Secretary/Treasurer
                                                Date:  8/17/98





                                     14                             ISDA(R) 1992
                                                                 Second Printing
<PAGE>   15
                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT
                        dated as of July 30, 1998 between
                      FIRST UNION NATIONAL BANK ("Party A")
                           and TUFCO, L.P. ("Party B")

I.     TERMINATION PROVISIONS

(a)    "SPECIFIED ENTITY" for purposes of Section 5(a)(v) means each party's
       Affiliates. If a party or any Credit Support Provider of a party is a
       partnership, then for purposes of Sections 5(a)(v), 5(a)(vi), 5(a)(vii)
       and 5(b)(ii), "Specified Entity" also means each general partner of that
       partnership.

(b)    "SPECIFIED TRANSACTION" has its meaning as defined in Section 12,
       provided that "Default under Specified Transaction" excludes Force
       Majeure as defined below.

(c)    "CROSS DEFAULT" applies to both parties, but excludes Force Majeure.
       "Force Majeure" means nonpayment resulting solely from a wire transfer or
       operational problem or error (so long as sufficient funds are available),
       or from the general unavailability of the relevant currency due to
       exchange controls or other similar governmental action, but only if
       payment is made within three Business Days after the problem has been
       corrected, the error has been discovered or the currency becomes
       available.

       With respect to Party B, "Cross Default" is amended by inserting at the
       end of Section 5(a)(vi): "or (3) any default, event of default or other
       similar condition or event (however described) under any Financial
       Agreement."

       "SPECIFIED INDEBTEDNESS" means any obligation (whether present, future,
       contingent or otherwise, as principal or surety or otherwise) in respect
       of borrowed money or relating to the payment or delivery of funds,
       securities or other property (including, without limitation, collateral).

       "THRESHOLD AMOUNT" means, with respect to Party A, an amount (including
       its equivalent in another currency) equal to the higher of $10,000,000 or
       2% of its stockholders' equity as reflected on its most recent financial
       statements or call reports, and with respect to Party B, any amount of
       Specified Indebtedness.

(d)    "CREDIT EVENT UPON MERGER" applies to both parties.

(e)    "AUTOMATIC EARLY TERMINATION" does not apply to either party.

(f)    PAYMENTS ON EARLY TERMINATION. "Market Quotation" and the "Second Method"
       apply, subject to the following:

       (i) "Market Quotation" for any Terminated Transaction that is, or is
       subject to, any unexercised option shall be determined by taking into
       account the economic equivalent of the option.

       (ii) The Non-defaulting Party may, upon the occurrence of an Early
       Termination Date, offset payments due by it under this Agreement (or
       under any Specified Transaction) against, and apply such payments to the
       satisfaction of, any obligations owing by the Defaulting Party (including
       any Office of the Defaulting Party) to the Non-defaulting Party or any of
       the Non-defaulting Party's Affiliates (including any Office of the
       Non-defaulting Party or its Affiliates) whether matured or unmatured, and
       it is a condition precedent to the Non-defaulting Party's obligation to
       make any such payments that such obligations of the Defaulting Party have
       been paid in full or satisfied by offset as contemplated hereunder. For
       this purpose, the Non-defaulting Party may convert any such payments or
       obligations into the currency of the other at a rate of exchange


                                        1
<PAGE>   16

       (including premiums and costs of exchange) at which it could purchase the
       relevant currency acting in good faith.

(g)    "ADDITIONAL TERMINATION EVENT" applies to a party (which will be the
       Affected Party) if that party, any Credit Support Provider of that party,
       or Specified Entity of that party is a natural person and means the death
       of, or the appointment of a guardian for, that natural person.

II.    DOCUMENTS

(a)    DELIVERY OF DOCUMENTS. When it delivers this Agreement, Party B shall
       also deliver to Party A the Closing Documents in form and substance
       reasonably satisfactory to Party A. For each Transaction, Party B shall
       deliver, promptly upon request, a duly executed incumbency certificate
       for the person(s) executing the Confirmation for Party B for that
       Transaction.

(b)    "CLOSING DOCUMENTS" means:

       (i) an opinion of counsel covering Party B's Basic Representations under
       Section 3(a), or in lieu thereof, Party B's Authorizing Documents for
       this Agreement and the Transaction(s) and a duly executed incumbency
       certificate for the person(s) executing this Agreement for Party B;

       (ii) a duly executed and delivered guaranty in the form of Exhibit A
       hereto, which shall be a Credit Support Document hereunder, together with
       an opinion of counsel for that Credit Support Document covering like
       matters as those covered by Party B's Basic Representations under Section
       3(a), or in lieu of that opinion, Authorizing Documents for that Credit
       Support Document and a duly executed incumbency certificate for the
       person(s) executing that Credit Support Document.

(c)    "AUTHORIZING DOCUMENTS" of a party or its Credit Support Provider means a
       certified copy of the board of directors' resolutions of that party or
       Credit Support Provider (or for a partnership, a copy of its partnership
       agreement and a certified copy of the resolutions of the partnership or
       of each general partner).

III.   MISCELLANEOUS

(a)    ADDRESSES FOR NOTICES.

       TO PARTY A:                                 TO PARTY B:

       FIRST UNION NATIONAL BANK                   TUFCO, L.P.
       301 South College                           4800 Simonton
       Charlotte, NC  28288-0601                   Dallas, TX 75244

       Attention: Peter J. Lancos                  Attention: Greg Wilemon
       Vice President, Capital Markets Support

       Fax: (704) 383-9139                         Fax: 972-789-1586
       Phone: (704) 383-0590                       Phone: 972-789-1079

(b)    "CALCULATION AGENT" means Party A.

(c)    "CREDIT SUPPORT DOCUMENT" means each document which by its terms secures,
       guarantees or otherwise supports Party B's obligations hereunder from
       time to time, whether or not this Agreement, any Transaction, or any type
       of Transaction entered into hereunder is specifically referenced or
       described in any such document.



                                       2

<PAGE>   17

       "CREDIT SUPPORT DEFAULT" is amended by adding at the end of Section 
       5(a)(iii)(1):

       ", any default, event of default or other similar condition or event
       (however described) exists under any Credit Support Document, any action
       is taken to realize upon any collateral provided to secure such party's
       obligations hereunder or under any Transaction, or the other party fails
       at any time to have a valid and perfected first priority security
       interest in any such collateral;"

(d)    "CREDIT SUPPORT PROVIDER" means each party to a Credit Support Document
       that provides or is obligated to provide security, a guaranty or other
       credit support for Party B's obligations hereunder.

(e)    GOVERNING LAW. This Agreement will be governed by and construed in
       accordance with the law (and not the law of conflicts) of the State of
       New York.

(f)    WAIVER OF JURY TRIAL. To the extent permitted by applicable law, each
       party irrevocably waives any and all right to trial by jury in any legal
       proceeding in connection with this Agreement, any Credit Support Document
       to which it is a party, or any Transaction.

(g)    NETTING OF PAYMENTS. If payments are due by each party on the same day
       under two or more Transactions, then Section 2(c)(ii) will not apply to
       those payments if a party gives notice to the relevant Office(s) of the
       other party on or before the second New York Business Day before that
       payment date stating that those payments will be netted or, if given by
       the Calculation Agent, stating the net amount due.

(h)    RECORDED CONVERSATIONS. Each party may electronically record all
       telephone conversations between them in connection with this Agreement or
       any Transaction, and any such recordings may be submitted in evidence in
       any proceeding to establish any matters pertinent to this Agreement or
       any Transaction.

(i)    ADDITIONAL REPRESENTATIONS. Section 3 is amended by adding the following
       Sections 3(e) and 3(f):

       "(e) for any Relevant Agreement: (i) it acts as principal and not as
       agent, (ii) it acknowledges that the other party acts only at arm's
       length and is not its agent, broker, advisor or fiduciary in any respect,
       and any agency, brokerage, advisory or fiduciary services that the other
       party (or any of its affiliates) may otherwise provide to the party (or
       to any of its affiliates) excludes the Relevant Agreement, (iii) it is
       relying solely upon its own evaluation of the Relevant Agreement
       (including the present and future results, consequences, risks, and
       benefits thereof, whether financial, accounting, tax, legal, or
       otherwise) and upon advice from its own professional advisors, (iv) it
       understands the Relevant Agreement and those risks, has determined they
       are appropriate for it, and willingly assumes those risks, and (v) it has
       not relied and will not be relying upon any evaluation or advice
       (including any recommendation, opinion, or representation) from the other
       party, its affiliates or the representatives or advisors of the other
       party or its affiliates (except representations expressly made in the
       Relevant Agreement or an opinion of counsel required thereunder).

       "Relevant Agreement" means this Agreement, each Transaction, each
       Confirmation, any Credit Support Document, and any agreement (including
       any amendment, modification, transfer or early termination) between the
       parties relating thereto or to any Transaction.

       (f) it is an "eligible swap participant" within the meaning of 17 C.F.R. 
       Section 35.1."

(j)    JOINT PARTY. If more than one entity or natural person is executing this
       Agreement as Party B, then (i) the obligations of Party B hereunder and
       under each Transaction shall be the joint and several obligations of each
       such entity or natural person, (ii) any Event of Default or Potential
       Event of Default occurring with respect to any such entity or natural
       person shall be an Event of Default or Potential Event of Default,
       respectively, with respect to Party B, (iii) the death, release or
       discharge, in whole or in part, of any such entity or natural person, or
       the occurrence of any bankruptcy, liquidation, dissolution or any other
       event described in Section 5(a)(vii) with respect to any such entity or
       natural person, shall not discharge or affect 


                                       3
<PAGE>   18

       the liabilities of any other such entity or natural person; (iv) unless
       the context otherwise requires, each reference herein or in any
       Confirmation to "party" shall, as applied to Party B, be construed as a
       joint and several reference to each such entity or natural person; and
       (v) any person or entity receiving notices given to Party B at the
       address shown above shall be deemed to receive such notices on behalf of
       each such entity or person.

IV.    ISDA DEFINITIONS

(a)    INCORPORATION. This Agreement and each Transaction are subject to the
       1991 ISDA Definitions (as published by the International Swaps and
       Derivatives Association, Inc.) and will be governed by the provisions of
       the ISDA Definitions, without regard to any amendments to the ISDA
       Definitions subsequent to the date hereof. The provisions of the ISDA
       Definitions are incorporated by reference in, and shall be deemed to be
       part of, this document and each Confirmation.

(b)    INCONSISTENCY. In the event of any inconsistency between the provisions
       of this document and the ISDA Definitions, this document will prevail.

V.     ADDITIONAL TERMS

(a)    COVENANTS OF FINANCIAL AGREEMENTS. (i) Party B shall provide Party A at
       all times hereunder with the same covenant protection as Party A requires
       of Party B under Financial Agreements. Therefore, in addition to the
       Cross Default provisions of this Agreement, and notwithstanding the
       satisfaction of any obligation or promise to pay money to Party A under
       any Financial Agreement, or the termination or cancellation of any
       Financial Agreement, Party B hereby agrees to perform, comply with and
       observe for the benefit of Party A hereunder all affirmative and negative
       covenants contained in each Financial Agreement applicable to Party B
       (excluding any obligation or promise to pay money under any Financial
       Agreement) at any time Party B has any obligation (whether absolute or
       contingent) under this Agreement.

       (ii) For purposes hereof: (A) the affirmative and negative covenants of
       each Financial Agreement applicable to Party B (together with related
       definitions and ancillary provisions, but in any event excluding any
       obligation or promise to pay money under any Financial Agreement) are
       incorporated (and upon execution of any future Financial Agreement, shall
       automatically be incorporated) by reference herein (mutatis mutandis);
       (B) if other lenders or creditors are parties to any Financial Agreement,
       then references therein to the lenders or creditors shall be deemed
       references to Party A; and (C) for any such covenant applying only when
       any loan, other extension of credit, obligation or commitment under the
       Financial Agreement is outstanding, that covenant shall be deemed to
       apply hereunder at any time Party B has any obligation (whether absolute
       or contingent) under this Agreement.

       (iii) Notwithstanding the foregoing, if the incorporation of any
       provision by reference from any Financial Agreement would result in the
       violation by Party B of the terms of that Financial Agreement, this
       Agreement shall not incorporate that provision.

(b)    "FINANCIAL AGREEMENT" means each existing or future agreement or
       instrument relating to any loan or extension of credit from Party A to
       Party B (whether or not anyone else is a party thereto), as the same
       exists when executed and without regard to (i) any termination or
       cancellation thereof or Party A ceasing to be a party thereto (whether as
       a result of repayment thereof or otherwise), or (ii) unless consented to
       in writing by Party A, any amendment, modification, addition, waiver or
       consent thereto or thereof.




                                        4

<PAGE>   19




IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized signatories as of the date hereof.

                              FIRST UNION NATIONAL BANK



                              By: /s/ DELENE TRAVELLA
                                  ----------------------------------
                              Name: DELENE M. TRAVELLA
                              Title: VICE PRESIDENT


                              TUFCO, L.P.

                              By: Tufco Tech, Inc., its managing general partner



                                     By: /s/ GREG WILEMON
                                         ---------------------------
                                     Name: GREG WILEMON
                                     Title: Secretary/Treasurer




                                        5

<PAGE>   20




                                                                       Exhibit A
                                    GUARANTY
                               dated July 30, 1998

Subject to the terms and conditions hereof, TUFCO TECHNOLOGIES, INC., TUFCO
TECH, INC., TECHNOLOGIES I, INC., TUFCO, INC., TFCO, INC. and FOREMOST
MANUFACTURING COMPANY, INC. (the "Guarantor") hereby absolutely and
unconditionally guarantees payment of any and all present and future
obligations, whether absolute or contingent, payable by TUFCO, L.P. ("Obligor")
to FIRST UNION NATIONAL BANK ("Beneficiary") under or in connection with that
certain Master Agreement dated as of July 30, 1998 between Beneficiary and
Obligor, as amended and supplemented from time to time (the "Agreement"), and
any and all amounts due hereunder, as and when the same shall become due and
payable, including without limitation, any obligations of Obligor under any
Transaction or for the transfer or termination thereof, whether or not evidenced
by a Confirmation (the "Guaranteed Debt"). Unless otherwise defined or the
context otherwise requires, all capitalized terms used herein shall have their
respective meanings as defined in the Agreement. This Guaranty is a Credit
Support Document under the Agreement.

Guarantor agrees that its obligations hereunder shall be absolute, irrespective
of the validity, regularity or enforceability of this Guaranty or the Guaranteed
Debt, the absence of any action to enforce this Guaranty or the Guaranteed Debt,
the recovery of any judgment against Obligor or any action to enforce the same
or to realize upon or to enforce payment of the Guaranteed Debt against
collateral (if any) securing the Guaranteed Debt, or any other circumstance that
might otherwise constitute a legal or equitable discharge or defense of a
guarantor.

Guarantor waives notice of the acceptance of this Guaranty and of the extension
or continuation of the Guaranteed Debt or any part thereof, presentment,
protest, notice, demand or action or delinquency in respect of the Guaranteed
Debt or any part thereof, including, without limiting the foregoing, any right
to require a proceeding first against Obligor, any other guarantor, any other
entity or person obligated in relation to the Guaranteed Debt or any part
thereof, or collateral (if any) securing the same. If at any time any payment of
any portion of the Guaranteed Debt is rescinded or must otherwise be restored or
returned upon the insolvency, bankruptcy or reorganization of Obligor or
otherwise, Guarantor's obligations hereunder in relation to such payment shall
be reinstated at such time as though such payment had not been made.

This Guaranty is a continuing guarantee of payment and will not be discharged
except by complete payment of the Guaranteed Debt, notwithstanding any
extensions, modifications, renewals or indulgences in relation to, or
substitutions for, the Guaranteed Debt or any part thereof. All payments under
this Guaranty shall be made in the same currency and manner as provided for in
the Agreement.

Guarantor hereby makes Basic Representations in relation to this Guaranty in
like terms as those made by Obligor pursuant to Section 3(a) of the Agreement.
In addition, Guarantor acknowledges that (i) Beneficiary acts only arm's length
and is not its agent, broker, advisor or fiduciary in any respect, and any
agency, brokerage, advisory or fiduciary services that the Beneficiary (or any
of its affiliates) may otherwise provide to Guarantor or Obligor (or to any of
their respective affiliates) excludes each Specified Agreement, (ii) Guarantor
is relying solely upon its own evaluation of the Specified Agreement (including
the present and future results, consequences, risks, and benefits thereof,
whether financial, accounting, tax, legal, or otherwise) and upon advice from
its own professional advisors, (iii) Guarantor understands the Specified
Agreement and those risks, has determined they are appropriate for it, and
willingly assumes those risks, and (iv) it has not relied and will not be
relying upon any evaluation or advice (including any recommendation, opinion, or
representation) from Beneficiary, its affiliates or the representatives or
advisors of Beneficiary or its affiliates. "Specified Agreement" means this
Guaranty, the Agreement, each Transaction, each Confirmation, and any agreement
(including any amendment, modification, transfer or early termination) relating
thereto or to any Transaction.

Until complete payment of the Guaranteed Debt, Guarantor shall not exercise any
right of subrogation in relation to payments made by Guarantor pursuant to this
Guaranty. Guarantor waives any benefit of collateral (if any) which may from
time to time secure the Guaranteed Debt or any part thereof and authorizes
Beneficiary to take 

                                        6

<PAGE>   21



any action or exercise any remedy in relation thereto without notice to
Guarantor. If Beneficiary in its sole discretion elects to give notice of any
action in relation to collateral (if any) securing the Guaranteed Debt or any
part thereof, one days' written notice to Guarantor shall be reasonable notice
of any matters contained in such notice.

Guarantor shall pay all costs, fees and expenses (including reasonable
attorneys' fees) incurred by Beneficiary in collecting or enforcing Guarantor's
obligations hereunder. Without limiting the rights of Beneficiary under
applicable law, Guarantor authorizes Beneficiary to apply any amounts owing to,
or sums standing to the credit of, Guarantor with any office, branch, subsidiary
or affiliate of Beneficiary to the payment when due of any amount owing by
Guarantor under this Guaranty. For this purpose, the Beneficiary may convert any
such amount or sum into the currency of the amount owing hereunder at a rate of
exchange (including premiums and costs of exchange) at which Beneficiary could
purchase the relevant currency on the relevant date acting in good faith.

No provision of this Guaranty may be amended, supplemented or modified, or any
of the terms and provisions hereof waived, except by a written instrument
executed by Guarantor and Beneficiary. Any release of Guarantor under this
Guaranty shall be ineffective unless in writing executed by the Beneficiary.
Guarantor's liability hereunder is independent of any other guarantees or other
obligations at any time in effect in relation to the Guaranteed Debt or any part
thereof, and such liability hereunder may be enforced regardless of the
existence, validity, enforcement or non-enforcement of any such other guarantees
or obligations. Obligor and Beneficiary may enter into additional Transactions
and Confirmations under the Agreement, and subject to the terms of the Agreement
may transfer or terminate any Transactions, without notice to or authorization
from Guarantor regardless of Obligor's then existing financial or other
condition. Beneficiary shall have no obligation to disclose or discuss with
Guarantor its assessment of the financial condition of Obligor.

This Guaranty shall (i) bind Guarantor, its successors and assigns, (ii) inure
to the benefit of Beneficiary, its successors and assigns and (iii) be governed
by the law specified in the Agreement as governing the same. Guarantor hereby
submits to the non-exclusive jurisdiction of the courts to which Obligor has
submitted under the Agreement upon the same terms as are contained in the
Agreement, and irrevocably consents to service of process given in the same
manner provided for notices hereunder, which shall be non-exclusive of any
manner of serving process provided by law. To the extent permitted by applicable
law, Guarantor irrevocably waives any and all right to trial by jury in any
legal proceeding in connection with this Guaranty.

If there is more than one party executing this Guaranty as Guarantor, each such
party shall be jointly and severally liable under this Guaranty; the death,
release or discharge, in whole or in part, of any such party, or the occurrence
of any bankruptcy, liquidation, dissolution or any other event described in
Section 5(a)(vii) of the Agreement with respect to any such party shall not
discharge or affect the liabilities of any other party executing this Guaranty;
and unless the context otherwise requires, each reference herein to Guarantor
shall be construed as a joint and several reference to each party.

This Guaranty shall terminate upon satisfaction of the following conditions: the
obligations of Obligor under the Agreement become secured with collateral of a
type and quantity, and upon terms and conditions, as shall be acceptable to
Beneficiary in its sole discretion, whether pursuant to a secured financing or
otherwise; and Beneficiary confirms in writing, at the time Obligor grants to
Beneficiary a security interest in the collateral, that the collateral given is
accepted in substitution for this Guaranty. Guarantor acknowledges that, until
those conditions are satisfied, this Guaranty shall remain in full force and
effect. This Guaranty is independent of any other guaranty that may be given by
Guarantor for the Guaranteed Debt or any part thereof, and termination of this
Guaranty shall not affect any such other guaranty.

Notices or communications in respect of this Guaranty shall be addressed to
Guarantor at its address provided below and may be given in the same manner and
upon the same terms as are contained in the Agreement.


                                        7
<PAGE>   22


IN WITNESS WHEREOF, Guarantor has executed this Guaranty by its duly authorized
officer as of the day first above written.


                                   TUFCO TECHNOLOGIES, INC.



                                   By: /s/ GREG WILEMON
                                       --------------------------------
                                   Name: Greg Wilemon
                                   Title: CFO/COO

                                   Address:  4800 Simonton
                                             --------------------------
                                             Dallas, TX 75244
                                             --------------------------

                                             --------------------------


                                   TUFCO TECH, INC.



                                   By: /s/ GREG WILEMON
                                       --------------------------------
                                   Name: Greg Wilemon
                                   Title: Secretary/Treasurer

                                   Address:  4800 Simonton
                                             --------------------------
                                             Dallas, TX 75244
                                             --------------------------

                                             --------------------------


                                   TECHNOLOGIES I, INC.



                                   By: /s/ KATHY MANOS
                                       --------------------------------
                                   Name: Kathy Manos
                                   Title: President

                                   Address:  P.O. Box 50401
                                             --------------------------
                                             Henderson, NV 89016
                                             --------------------------

                                             --------------------------



                                        8

<PAGE>   23



                                   TUFCO, INC.



                                   By: /s/ KATHY MANOS
                                       --------------------------------
                                   Name: Kathy Manos
                                   Title: President

                                   Address:  P.O. Box 50401
                                             --------------------------
                                             Henderson, NV 89016
                                             --------------------------

                                             --------------------------


                                   TFCO, INC.



                                   By: /s/ KATHY MANOS
                                       --------------------------------
                                   Name: Kathy Manos
                                   Title: President

                                   Address:  P.O. Box 50401
                                             --------------------------
                                             Henderson, NV 89016
                                             --------------------------

                                             --------------------------


                                   FOREMOST MANUFACTURING COMPANY, INC.



                                   By: /s/ GREG WILEMON
                                       --------------------------------
                                   Name: Greg Wilemon
                                   Title: Secretary/Treasurer

                                   Address:  4800 Simonton
                                             --------------------------
                                             Dallas, TX 75244
                                             --------------------------

                                             --------------------------





                                        9