TUFCO TECHNOLOGIES, INC.

                              AMENDED AND RESTATED

                      1992 NON-QUALIFIED STOCK OPTION PLAN


1.   Purposes of the Plan

         The  purposes  of the Plan are to  foster  and  promote  the  long-term
financial  success of the Company by (a) attracting  and retaining  officers and
other key management  personnel of outstanding  ability by the granting of stock
options as a separate incentive and not in lieu of salary or other compensation;
(b)  strengthening  the  Company's  capacity to develop and maintain a competent
management team; (c) providing  incentive  compensation  opportunities which are
competitive with those of other corporations; and (d) enabling such officers and
personnel to participate in such financial success of the Company by encouraging
them to become owners of the Common Stock of the Company.

2.   Definitions

     (a)  "Affiliate" is used herein as defined in Rule 12b-2 under the Exchange
Act.

     (b)  "Associate" is used herein as defined in Rule 12b-2 under the Exchange
Act.

     (c)  "Beneficial  Owner" is used  herein as defined in Rule 13d-3 under the
Exchange Act.

     (d) "Board" means the Board of Directors of the Company.

     (e) "Committee" means a Committee  appointed by the Board to administer the
Plan. The Committee shall consist of not less than three persons who shall serve
at the pleasure of the Board.

     (f) "Common  Stock" means the shares of Common  Stock of the  Company,  par
value $.01 per share.  Unless  specified  otherwise,  references to Common Stock
shall not include any Common Stock that may be issuable  upon the  conversion or
exercise of any rights to acquire  Common  Stock,  such as the Stock Options and
any convertible indebtedness.

     (g)  "Company"  means Tufco  Technologies,  Inc.,  a Delaware  corporation,
and/or one or more of its Subsidiaries.

     (h) "Disinterested Person" is used as defined in Rule 16b-3.





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     (i) "Effective Date" means April 30, 1992.

     (j) "Employee" means any person (including any officer of the Company,  and
any member of the Board and of the board of directors of any  Subsidiary) who is
employed by the Company.

     (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (l)  "Exercise  Period"  means the period  during  which a  Participant  is
entitled to exercise a Stock Option granted to such Participant under the Plan.

     (m) "Fair Market  Value" means the average  closing price for the five most
recent  trading  days  preceding  and  including  the date of grant on the stock
exchange or system on which the shares of Common  Stock are listed or  included.
If the shares of Common Stock are not listed on a stock  exchange or included in
a  system  that  provides  a  closing  sales  price,   but  are  traded  in  the
over-the-counter   market  without  the  availability  of  closing  sales  price
information,  such determination  shall be made on the basis of the mean between
the bid and offer prices for such shares on the over-the-counter market for such
trading   days.   If  the  shares  of  Common   Stock  are  not  traded  in  the
over-the-counter  market, the Fair Market Value shall be determined by the Board
based on such factors as the Board, in its sole  discretion,  may deem relevant.
In no case  shall  such  Fair  Market  Value be less  than the par value of such
shares.

     (n)  "Participant"   means  any  Employee  who  is  selected  by  the  Plan
Administrator to receive a Stock Option.

     (o) "Person" means any natural  person,  trust,  corporation,  partnership,
joint venture or other entity, and it shall also include two or more persons who
act together, or agree to act together,  within the meaning of Section 13(d)3 or
Section 14(d)2 of the Exchange Act or Rule 13d-5 under the Exchange Act.

     (p) "Plan" means this Amended and Restated 1992 Non-Qualified  Stock Option
Plan of the Company.

     (q) "Plan Administrator" means either the Board or the Committee, whichever
is  designated  from time to time to  administer  the Plan  under  Section  3(a)
hereof.

     (r)   "Reorganization   Transaction"  means  a  merger,   consolidation  or
combination  of the Company  with another  corporation  or entity or any similar
reorganization of the Company,  the complete  liquidation of the Company, or the
sale of all or substantially all of the assets of the Company.



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     (s)  "Retirement"  means  a  Termination  of  Employment  by  reason  of  a
Participant's  retirement  (other than by reason of  disability)  as  determined
pursuant to and in  accordance  with the then current  regular  retirement  plan
applicable to such Participant;  provided, however, that the Participant must be
at least age 65 at the time of such Termination of Employment.

     (t) "Rule 16b-3" means Rule 16b-3 under the Exchange Act.

     (u) "Securities Act" means the Securities Act of 1933, as amended.

     (v) "Shares" means shares of Common Stock reserved for issuance or transfer
by the Company upon the exercise of outstanding Stock Options.

     (w) "Stock Option" means an option to purchase Shares granted under Section
7 hereof.

     (x)  "Subsidiary"  means any  corporation  the majority of the  outstanding
voting stock of which is owned, directly or indirectly, by the Company.

     (y) "Termination of Employment"  means the time when the  employee-employer
relationship  between  the  Participant  and the Company is  terminated  for any
reason, including, but not limited to, a termination by resignation,  discharge,
death, Total Disability, or Retirement, but excluding any such termination where
there is simultaneous reemployment by the Company.

     (z) "Total  Disability"  means a Termination of Employment by reason of the
Participant's  total disability as determined pursuant to and in accordance with
the then current regular long-term  disability insurance plan applicable to such
Participant.  All  determinations as to the date and extent of disability of any
Employee shall be made by the Plan  Administrator,  in its absolute  discretion,
upon the basis of such evidence as it deems necessary or desirable.

3.   Administration of the Plan

     (a) The Plan shall be  administered  under the  direction or either (i) the
Board,  or (ii) the  Committee,  provided  that a majority of the members of the
Plan Administrator,  whether it is the Board or the Committee, are Disinterested
Persons.  "Disinterested  Person" is used herein as defined in Rule 16b-3. As of
the Effective  Date, a  Disinterested  Person  includes any director who is not,
during the one year prior to service as an  administrator of the Plan, or during
such service,  granted or awarded equity securities  pursuant to the Plan or any
other  plan of the  Company  or any of its  affiliates,  excepting  those  items
specifically listed in Rule 16b-3. If the definition of Disinterested  Person is
deleted from Rule 16b-3 by an  amendment,  the  definition  that was included in
Rule 16b-3 immediately prior to such deletion


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shall govern the Plan. The Board shall determine, from time to time, whether the
Plan shall be administered by the Board or the Committee,  and whichever body is
so designated shall be the Plan Administrator hereunder.

     (b) Subject to the  provisions of the Plan,  the Plan  Administrator  shall
have the  exclusive  power to select the  Employees  who are to be  Participants
under  the Plan as set  forth in  Section 5 hereof  and to  determine  the Stock
Options to be granted to the  Participants  selected and the time or times when,
and terms, conditions and restrictions subject to which, such Stock Options will
be granted.

     (c) Decisions and determinations by the Plan  Administrator  shall be final
and binding upon all persons,  including,  but not limited to, the Company,  its
stockholders,   Participants  and  their  personal  representatives,  heirs  and
assigns, and other Employees. The Plan Administrator shall have the authority to
interpret the Plan,  establish and revise rules and regulations  relating to the
Plan, and make any other  determinations that it believes necessary or advisable
for the administration of the Plan, including  determinations,  with the consent
of a  Participant,  to amend the terms of the  Participant's  outstanding  Stock
Option that were previously established by the Plan Administrator.

     (d) The  provisions  of the by-laws of the Company  governing the number of
Directors of the Board required for action to be taken by the Board at a meeting
and the  requirements  for voting by Directors at a meeting at which a quorum is
present,  or for acting by their written consent,  shall be complied with by the
Board in order to take valid actions under the Plan. Notwithstanding anything in
the by-laws to the  contrary,  a majority of the  Committee  shall  constitute a
quorum,  and the acts of a majority of the members of the  Committee  present at
any  meeting  at which a quorum is  present,  or acts  approved  in writing by a
majority of the Committee without a meeting, shall be the acts of the Committee.

     (e) All expenses and liabilities  incurred by the Plan Administrator in the
administration of the Plan shall be borne by the Company. The Plan Administrator
may  employ  attorneys,  consultants,  accountants,  or other  persons to render
services in connection with the Plan, and the Company, the Board, the Committee,
and  members of the Board and the  Committee  shall be entitled to rely upon the
advice,  opinions,  or valuations of any such persons.  Neither the Company, the
Board,  the  Committee,  nor any  member  of the  Board  or  Committee  shall be
personally liable for any action, determination, or interpretation taken or made
in good  faith  with  respect  to the  Plan,  and all  members  of the Board and
Committee shall be indemnified by the Company with respect to any such liability
to the fullest extent permitted by the laws of the State of Delaware.

4.   Common Stock Subject to the Plan

     (a) There is no maximum number of shares of Common Stock that may be issued
or transferred by the Company under the Plan.  The number of shares of Common
Stock issuable



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under Stock Options under the Plan shall vary from time to time in relation to
the number of shares of Common Stock issuable under Stock Options that are
outstanding.  There may not be at any one time more than 650,000 unexercised
and outstanding Stock Options.

     (b) The Board may  authorize  the  purchase of Shares by the Company in the
open market to be held in treasury and reserved for issuance under the Plan, and
may  reserve   authorized  but  unissued  Shares,   not  otherwise  reserved  or
restricted, for issuance under the Plan.

     (c) The  approval  of the Plan by the Board  shall  constitute  the Board's
conclusive  judgment and  determination  that, when Shares have been issued to a
Participant in accordance with the terms and conditions of the Plan, such Shares
shall be considered to be issued for full and adequate  consideration  and shall
be fully paid and non-assessable Common Stock, and that such consideration shall
be credited to the Company's  stated and paid-in capital  accounts in accordance
with the Company's standard accounting practice.

5.   Eligibility

     The Plan Administrator shall from time to time, in its absolute discretion,
select  Participants  to whom Stock  Options  shall be granted  from among those
Employees who are officers and other key executive personnel of the Company.

6.   Agreement

     Each Participant  granted a Stock Option under the Plan shall enter into an
Agreement with the Company,  in form approved by the Plan  Administrator,  which
shall  set  forth  the  terms  and  conditions  of the  Options  granted  to the
Participant  as set forth in  Section 7 and 8 hereof  and such  other  terms and
conditions as the Plan Administrator  shall, in its sole discretion,  determine.
The  Agreement  shall not become  effective  until the  conditions  set forth in
Section 10 hereof have been satisfied.

7.   Terms of Stock Option

         At the time a Stock  Option is granted,  the Plan  Administrator  shall
specify  in the  Agreement  referred  to in  Section 6 the  following  terms and
conditions with respect to the Option:

         (a) Number of Shares.  The number of Shares issuable or transferable to
     the Participant upon the exercise of the Option.

         (b) Price.  The purchase price per Share  deliverable upon the exercise
     of the Stock Option. The purchase price may be paid in cash, by check or by
     the  surrender  for delivery to the Company of shares of Common Stock equal
     in Fair Market Value to the exercise  price of the Stock Option  determined
     as of the date of exercise.


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         (c) Exercise Period.  The Plan  Administrator  shall specify when Stock
     Options  granted  are  exercisable,  subject  to  Section  10, and the Plan
     Administrator  shall specify the length of the Exercise Period during which
     the Stock Options shall be exercisable.

         (d)  Withholding.  Before the Company  issues  Shares to a  Participant
     pursuant to the  exercise  of a Stock  Option,  the Company  shall have the
     right to require that the Participant  make such provision,  or furnish the
     Company such authorization,  necessary or desirable so that the Company may
     satisfy its obligation,  under applicable  income tax laws, to withhold for
     income or other taxes due upon or incident to such  exercise.  Participants
     may elect  (hereinafter  a  "Withholding  Election")  with  respect  to the
     exercise of a Stock Option either:

         to have the Company withhold,  from the Shares to be issued pursuant to
         such exercise such number of Shares which, or

         to  surrender  to the Company  such number of shares of Common Stock of
         the  Company  already  owned by the  Participant  (which  may be Shares
         received upon such exercise) which,

     at their Fair Market  Value on the date as of which the option  exercise is
     taxable  for  federal  income  tax  purposes  (the  "Tax  Date"),  shall be
     sufficient to satisfy the Company's withholding  obligation with respect to
     the option exercise. If the Fair Market Value on the Tax Date of the number
     of shares of Common Stock required to be withheld or  surrendered  pursuant
     to a Withholding Election exceeds the Company's withholding obligation with
     respect to the  exercise,  a fractional  share of Common Stock shall not be
     issued for the excess,  but an amount  equal to the excess shall be paid to
     the  Participant  by the Company in cash as soon as reasonably  practicable
     after the amount of such excess is determined by the Company. A withholding
     Election  may be  made  applicable  with  respect  to a  particular  option
     exercise,  to all  previously  granted  Stock  Options,  and/or to all such
     options  to  be  granted  in  the  future.  A  Withholding  Election  by  a
     Participant  who is not  subject to Rule 16b-3 of the  Exchange  Act may be
     made continuing  until revoked by the Participant.  The Plan  Administrator
     may adopt such rules,  forms and  procedures  as it considers  necessary or
     desirable to  implement  this Section 7(d) and/or to comply with Rule 16b-3
     of the Exchange Act if it becomes applicable.  Any of such rules, forms and
     procedures  shall be  binding  upon all  Participants  and shall be applied
     uniformly to all Participants similarly situated.

         (e) Other.  Such other terms and conditions not  inconsistent  with the
     Plan as the Plan Administrator shall specify.

8.   Termination of Employment


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     Unless the Plan Administrator specifies otherwise,  the following terms and
conditions shall apply to each Stock Option granted under the Plan:

         (a) Termination For Cause. If a Participant's  employment is terminated
     by  the  Company  for  cause,  such  determination  be  made  by  the  Plan
     Administrator  in its sole  discretion,  all Stock Options  granted to such
     Participant shall terminate at the time employment is terminated.

         (b) Death. If the Participant dies while an Employee,  any Stock Option
     held by such Participant at the date of such  Participant's  death shall be
     exercisable in its entirety by such Participant's personal representatives,
     heirs or legatees at any time prior to the expiration of one year after the
     date of the Participant's death.

         (c)  Retirement  or Total  Disability.  If there  is a  Termination  of
     Employment  of a Participant  by reason of Retirement or Total  Disability,
     any  Stock  Option  held by the  Participant  shall be  exercisable  in its
     entirety at any time prior to the expiration of three months in the case of
     Retirement and one year in the case of Total  Disability  after the date of
     such Termination of Employment.

         (d) Other  Termination.  If there is a  Termination  of Employment of a
     Participant  for any reason other than those  specified  in Sections  8(a),
     8(b)  above,  such  Participant  shall be  permitted,  for a 45-day  period
     following the date of  termination,  to exercise any Stock Option which was
     exercisable as of such termination date.

9.   Leave of Absence

     If a  Participant  is granted a leave of absence by the  Company,  the Plan
Administrator may make such provision respecting continuance of any Stock Option
held by such Participant  while such Participant  continues as an Employee as it
may deem  advisable,  except  that in no event  shall  any Stock  Option  become
exercisable after the expiration of the Exercise Period applicable to such Stock
Option.

10.  Compliance with Applicable Laws

     (a) No Stock  Options  shall be granted,  and no Shares  shall be issued or
transferred,  by the  Company to a  Participant  pursuant to the Plan unless the
Plan Administrator, in its sole discretion, shall have first determined that all
registrations, approvals, exemptions, and any other action required by law to be
taken with respect to the Plan shall have been accomplished,  including, but not
limited  to,  such  action,  if any,  as is then  required  to  comply  with the
provisions of the Securities  Act, the Exchange Act, any  applicable  state Blue
Sky laws,  and the  requirements  of any  exchange or other  system on which the
Common Stock may, at the time, be listed or quoted.


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     (b) Each certificate for Shares issued or transferred  pursuant to the Plan
shall be registered in the name of the  Participant or in such other name as the
Participant shall designate.  If so required by the Plan  Administrator upon the
advice of  counsel,  the  Company  shall  place a stop  transfer  order with its
transfer  agent with respect to such Shares,  the  Participant  shall  furnish a
representation  that the Shares are being acquired as an investment and not with
a  view  to the  distribution  thereof,  and  such  certificate  shall  bear  an
appropriate  legend  restricting  the  transfer  of such  Shares.  Any such stop
transfer order, investment  representation or legend shall apply only so long as
necessary,  in the opinion of the Plan Administrator,  to insure that the resale
or other  disposition  of the  Shares of the  Participant  would  not  involve a
violation of the provisions of the  Securities Act or applicable  state Blue Sky
laws.

11.  Employment

     No Employee or other  person  shall have any claim or right to be granted a
Stock  Option  under the Plan.  Nothing  herein  contained  shall at any time be
deemed to give to any  Employee  the right to be  retained  in the employ of the
Company, interfere with the right of the Company to discharge any Employee, give
to the  Company the right to require  any  Employee to remain in its employ,  or
interfere with any Employee's right to terminate employment.

12.  Corporate Changes

     (a) If any  change in the  outstanding  shares of  Common  Stock  occurs by
reason of a stock split or  recapitalization,  any pro rata  distribution to all
stockholders  of  property in respect to or in  exchange  for their  outstanding
shares of Common Stock, or other similar corporate change occurs,  the number of
Shares issuable or transferable to Participants upon the exercise of outstanding
Stock  Options,  the exercise  price of such Stock Options or what  Participants
shall be entitled to receive in substitution for Shares issuable or transferable
to them upon the exercise of  outstanding  Stock Options,  may be  appropriately
adjusted by the Board, whose determination in such regard shall be conclusive.

     (b) If the Company  becomes a party to a  Reorganization  Transaction,  the
Board  shall  either:  (i)  determine  what  Participants  shall be  entitled to
receive,  in  substitution  for Shares issuable or transferable to them upon the
exercise of outstanding Stock Options, in the form of stock, securities, cash or
other  property  to be  received  by owners of Common  Stock of the Company as a
result of such Reorganization Transaction; provided, however, that the excess of
the  aggregate  fair market  value of the stock,  securities  or other  property
subject  to  the  Stock  Options  immediately  after  such  substitution  or the
aggregate value of such cash over the exercise price of the Options shall not be
less than the excess of the aggregate Fair Market Value of the Shares subject to
such Stock Options  immediately before such substitution over the exercise price
of the Stock Options; or (ii) upon written notice to Participants,  provide that
the  Participants'  Stock  Options  shall  be  terminated  unless  exercised  in
accordance with the


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Plan  within 60 days after the date of such  notice.  In either  such case,  the
Board, in its absolute discretion,  may determine whether and to what extent the
Exercise  Periods  applicable to such Stock Options shall continue to apply, but
in no event  shall any such  Board  determination  increase  the  length of such
Periods.

13.  Indemnification of Board

     In addition to and without  affecting such other rights of  indemnification
as they may have as  members  of the  Board or  otherwise,  each  member  of the
Committee  or of the Board  shall be  indemnified  by the  Company to the extent
legally  possible  against  reasonable  expenses,   including  attorneys'  fees,
actually and reasonably  incurred in connection  with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which he or she
may be a party by  reason  of any  action  taken or  failure  to act under or in
connection  with the Plan,  or any option  granted  thereunder,  and against all
judgments,  fines and amounts paid by him or her in settlement thereof; provided
that such payment of amounts so  indemnified  is first approved by a majority of
the members of the Board who are not parties to such action, suit or proceeding,
or by independent  legal counsel selected by the Company,  in either case on the
basis of a determination that such member acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
Company; and except that no indemnification shall be made in relation to matters
as to which it shall be adjudged in such action,  suit or  proceeding  that such
Committee  member or Board member is liable for misconduct in his or her duties;
and provided  further that the Committee member or Board Member shall in writing
offer the Company the opportunity,  at its own expense, to handle and defend the
same.

14.  Miscellaneous

     (a) Effective  Date of the Plan.  The  effective  date of the Plan shall be
April 30, 1992.

     (b) Effect Upon Other Plans.  The adoption of the Plan shall not affect any
stock option or other  compensation or incentive plan in effect for the Company,
and the Plan shall not preclude the Board from  establishing  any other forms of
incentive, bonus or other compensation for Employees.

     (c)  Termination.  The right to grant  Stock  Options  under the Plan shall
terminate automatically at the close of business on the tenth anniversary of the
Effective Date, and thereafter,  the function of the Plan Administrator shall be
limited to the  administration of Stock Options  previously  granted.  The Board
shall have the right to suspend or terminate  the Plan at any time provided that
no action shall,  without the consent of the  Participant,  adversely affect any
rights  or  obligations  under  any  Stock  Options  previously  granted  to the
Participant.



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     (d)  Amendment  of the Plan.  The Board may modify or amend the Plan in any
respect whatsoever. Any modification or amendment of the Plan shall not, without
the consent of the Participant, adversely affect any rights or obligations under
Stock Options previously granted to the Participant. The Plan Administrator may,
with the consent of a Participant,  amend any outstanding Stock Option held by a
Participant in a manner not inconsistent with the Plan.

     (e) Assignability. No Stock Option shall be assignable or transferable by a
Participant.  During the life of the  Participant,  Options shall be exercisable
only by such Participant.  No Participant shall have any rights as a stockholder
with  respect to any Shares  covered by a Stock Option until date of issuance of
stock  certificates  ti such  Participant  for such Shares.  Except as otherwise
expressly  provided  herein,  no adjustment shall be made for dividends or other
stockholder  rights  for which the  record  date is prior to the date such stock
certificates are issued.

     (f) Binding  Effect.  Any  delivery  of Shares  upon the  exercise of Stock
Options to any  Participant or former  Participant or such  Participant's  legal
representative  or to any beneficiary of such Participant in accordance with the
provisions of the Plan shall be in full  satisfaction of all claims with respect
to such Stock Options which such Participant,  representative or beneficiary may
have  against  the  Company,  Plan  Administrator  or any  member  of  the  Plan
Administrator.  The  Plan  shall  be  binding  upon  the  beneficiaries,  heirs,
executors, administrators,  distributees and assigns of the Participants and the
successors and assigns of the Company.

     (g)  Governing  Law. The Plan shall be construed and enforced in accordance
with the laws of the State of Delaware.




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