TUFCO TECHNOLOGIES, INC.

                              AMENDED AND RESTATED

                  1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


1.   Purposes of the Plan

     The purposes of this Plan are to foster and promote the long-term financial
success of the Company by (a) attracting and retaining non-employee directors of
outstanding  ability by the granting of stock  options;  (b) providing  director
compensation   opportunities   which  are   competitive   with  those  of  other
corporations;  and (c) enabling such  directors 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 12d-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) "Director" means any member of the Board of Directors of the Company.

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




<PAGE>




     (j) "Effective Date" means the original date of adoption of the Plan by the
Company's Board of Directors, November 19, 1993.

     (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) "Non-Employee  Director" means any Director of the Company who is not a
full-time  employee  of the  Company or any  Subsidiary  or who is not a retired
employee from the Company or any Subsidiary.

     (o)  "Participant"  means any  Non-Employee  Director  who receives a Stock
Option.

     (p) "Person" means any natural  person,  trust,  corporation,  partnership,
joint venture or other entity, and it shall also include 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.

     (q) "Plan" means this Amended and Restated 1993 Non-Employee Director Stock
Option Plan of the Company.

     (r) "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.

     (s)   "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.



                                       -2-

<PAGE>



     (t)  "Retirement"  means a  Termination  of  Directorship  by  reason  of a
Participant's retirement as a Director (other than by reason of disability).

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

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

     (w) "Shares" means shares of Common Stock reserved for issuance or transfer
by the Company under the Plan as set forth in Section 4(a) hereof.

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

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

     (z)  "Termination of  Directorship"  means the time when the  Participant's
relationship  with  the  Company  as  Director  is  terminated  for any  reason,
including,  but not limited to, a termination  by death.  Total  Disability,  or
Retirement.

     (aa) "Total  Disability"  means a Termination of  Directorship by reason of
the Participant's  total disability as determined  pursuant to and in accordance
with the term current regular long-term  disability insurance plan applicable to
such Participant.  All determinations as to the date and extent of disability of
any  Non-Employee  Director  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 of either (i) the
Board,   or  (ii)  the  Committee,   provided  that  each  member  of  the  Plan
Administrator,  whether  it is the  Board or the  Committee  is a  Disinterested
Person.  "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 any 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  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) The Plan Administrator shall have no power to select Participants or to
determine any of the terms of the Stock Options set forth in Section 7 hereof.


                                       -3-

<PAGE>




     (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.  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) The  maximum  number of shares  of Common  Stock  that may be issued or
transferred  by the Company under the Plan, and which shall be reserved for such
issuance or transfer,  shall be 200,000  (post-split  effected by the  Company's
Restated  Certificate of Incorporation  in November 1993).  Shares or the number
and kind of shares of stock  which  shall be  substituted  for the  Shares or to
which the Shares shall be adjusted as provided in Section 12(a) hereof.

     (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


                                       -4-

<PAGE>



Plan.  Shares reserved for issuance or transfer under  outstanding Stock Options
under the Plan that expire  unexercised shall again become reserved 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, the Shares
shall be considered to be issued for full and adequate  consideration  and shall
be fully paid and  non-assessable  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

     Only  Non-Employee  Directors  shall be eligible to receive  Stock  Options
under the Plan.

6.   Agreement

     Each Participant  granted a Stock Option under the Plan shall enter into an
Agreement with the Company, in a form approved by the Plan Administrator,  which
shall set forth the terms and  conditions  of the Stock  Options  granted to the
Participant as set forth in Sections 7 and 3 hereof.

7.   Terms of Stock Option

     Without the exercise of the  discretion  of any person or persons,  a Stock
Option will be granted  each year during the period 1999  through and  including
2004,  at the close of  business on the date on which  Directors  (or a class of
Directors if the Company  then has a classified  Board) are elected or reelected
by stockholders of the Company, to each Non-Employee  Director then serving as a
Director who is eligible to  participate  under Section 5 hereof.  Stock Options
granted under the Plan will be non-qualified stock options which will be subject
to the following terms and conditions:

              (a) Number of  Shares.  Each  Stock  Option  shall be an option to
         purchase  2,000 Shares  (subject to  adjustment  as provided in Section
         12(a) hereof).  If on the date of grant there are not sufficient Shares
         available  under  the Plan to  allow  for the  grant  to each  eligible
         Non-Employee  Director  of a Stock  Option to  purchase  the  number of
         Shares  provided  herein,  then each Stock  Option  granted n such date
         shall be an option to purchase the eligible  Non-  Employee  Director's
         pro rata share of the total number of Shares available under the Plan.

              (b)  Price.  The  purchase  price per Share  deliverable  upon the
         exercise of the Stock Option, but the price specified shall be the Fair
         Market Value on


                                       -5-

<PAGE>



         the date of grant.  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.

              (c) Exercise  Period.  All Stock  Options  granted  shall be fully
         exercisable beginning with the date of grant and shall have an Exercise
         Period of 10 years during which the Stock Option shall be exercisable.

8.       Termination of Directorship

     The following terms and conditions shall apply to each Stock Option granted
under the Plan:

              (a) Death.  If there is a Termination of  Directorship  because of
         the death of a Participant,  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.

              (b) Retirement or Total  Disability.  If there is a Termination of
         Directorship  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 Directorship.

              (c) Other  Termination.  If there is a Termination of Directorship
         of a Participant  for any reason other than those specified in Sections
         8(a) and 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.   Continued Service to the Company

     If a Participant ceases serving as a Director and, immediately  thereafter,
is employed  by, or engaged as a consultant  by, the Company or any  Subsidiary,
then, solely for the purposes of Section 8 hereof,  such Participant will not be
deemed  to have a  Termination  of  Directorship  at that  time,  and his or her
continued employment or consulting period will be deemed to be continued service
as a Director; provided, however, that such former Director sill not be eligible
for additional grants of Stock Options under the Plan.

10.  Compliance with Applicable Laws


                                       -6-

<PAGE>




     (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.

     (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.  No Right to Continue as a Director

     Nothing  herein  contained  shall  at any  time  be  deemed  to give to any
Participant the right to continue service as a Director of the Company.

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 maximum
aggregate  number and class of Shares  reserved  under the Plan, or the exercise
price of all outstanding  Stock Options,  may be  appropriately  adjusted by the
Board,  whose  determination  in such regard shall be  conclusive.  When such an
adjustment  is  made,  the  number  of  Shares   issuable  or   transferable  to
Participants  upon the exercise of outstanding  Stock  Options,  or the exercise
price of such Stock Options, as the case may be, shall likewise be appropriately
adjusted by the Board.

     (b) If the Company  becomes a party to a  Reorganization  Transaction,  the
Board  shall  either:  (1)  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


                                       -7-

<PAGE>



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 Stock Options
shall not be less than the  excess of the  aggregate  Fair  Market  Value of the
Shares subject to such Stock Options  immediately  after such  substitution over
the  exercise  price  of the  Stock  Options;  or (2)  upon  written  notice  to
Participants,  provide that the Participants'  Stock Options shall be terminated
unless  exercised in  accordance  with the Plan within sixty (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 Exercise Periods.

13.  Indemnification of Board and Committee

     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 reasonable  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 Plan became  effective  November 19,
1993.  The Plan, as amended and  restated,  was adopted by the Board on February
__, 2000.

     (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 Non-Employee Directors.



                                       -8-

<PAGE>


     (c)  Termination.  The right to grant  Stock  Options  under the Plan shall
terminate automatically at the close of business on the day before the Company's
2004 Annual Meeting of  Stockholders,  and thereafter,  the function of the Plan
Administrator shall be limited to the administration of Stock Options previously
granted.  If no Shares  remain  available  to be reserved for the grant of Stock
Options  under  Section  4(a)  hereof,  then the Board  shall  have the right to
suspend or terminate the Plan 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.

     (d)  Amendment  of the Plan.  The Board may modify or amend the Plan in any
respect,  except that  without  stockholder  approval the Board may not make any
amendment  to the Plan as to which,  in the  opinion of counsel to the  Company,
stockholder approval is required under Rule 16b-3. In addition, 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.  Notwithstanding  any other provision of this Plan,
the  provisions  of Sections 5 and  Section 7 may not be amended  more than once
every six months, except for amendments necessary to conform the Plan to changes
in the provisions of, or the regulations  relating to, the Internal Revenue Code
of 1986,  as  amended.  The  Plan  Administrator  may,  with  the  consent  of a
Participant, amend an 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  except by will or by the laws of descent and  distribution.  During
the life of the  Participant,  Stock 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 the date of  issuance  of stock
certificates to 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. This Plan shall be construed and enforced in accordance
with the laws of the State of Delaware.




                                       -9-