SECOND AMENDMENT TO CREDIT AGREEMENT





     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment") dated as

of July 10, 2000, is to that Credit Agreement dated as of August 28, 1998, as

amended by that certain First Amendment to Credit Agreement dated as of December

18, 1998 (as may be further amended and modified from time to time, the "Credit

Agreement"; terms used but not otherwise defined herein shall have the meanings

provided in the Credit Agreement), by and among TUFCO, L.P., a Delaware limited

partnership (the "Borrower"), TUFCO TECHNOLOGIES INC., a Delaware corporation

(the "Parent"), the several banks and other financial institutions identified

therein (the "Banks") and FIRST UNION NATIONAL BANK, as administrative agent for

the Banks thereunder (in such capacity, the "Agent").



                                   WITNESSETH:



     WHEREAS, the Banks have established a credit facility for the benefit of

the Borrower pursuant to the terms of the Credit Agreement;



     WHEREAS, the Borrower has requested that the Required Banks amend certain

provisions of the Credit Agreement by making certain modifications thereto

including a $3,000,000 increase to the Revolving Commitment; and



     WHEREAS, the Required Banks have agreed to the requested amendment on the

terms and conditions hereinafter set forth;



     NOW, THEREFORE, IN CONSIDERATION of the premises and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:



     A.   The Credit Agreement is amended in the following respects:



          1.   The definition of "Capital Expenditures" in Section 1.1 of the

               Credit Agreement is hereby deleted in its entirety and the

               following substituted therefor:



               "Capital Expenditures" means, for any period, all expenditures of

               Parent and the Subsidiaries which are classified as capital

               expenditures in accordance with GAAP including all such

               expenditures associated with Capital Lease Obligations but

               excluding capital expenditures made in connection with the

               expansion of the Borrower's Green Bay, Wisconsin production

               facility in an aggregate amount not to exceed $3,000,000.



          2.   The definition of "Revolving Commitment" in Section 1.1 of the

               Credit Agreement is hereby amended by deleting the amount of

               "Nine Million Dollars ($9,000,000)" in the last sentence thereof

               and replacing it with "Twelve Million Dollars ($12,000,000)".







{PAGE}   2





          3.   The definition of "Revolving Termination Date" in Section 1.1 of

               the Credit Agreement is hereby amended by deleting the reference

               to "June 1, 2001" and replacing it with "June 1, 2002".



          4.   Section 2.2 of the Credit Agreement is hereby deleted in its

               entirety and the following substituted therefor:



               Section 2.2 Notes. The Revolving Loans made by a Bank shall be

          evidenced by one or more promissory notes of the Borrower in

          substantially the form of Exhibit "A" hereto, payable to the order of

          such Bank in a principal amount equal to, for the aggregate of such

          notes payable to such Bank, its Revolving Commitment and otherwise

          duly completed.



     B. Except as modified hereby, all of the terms and provisions of the Credit

Agreement (and Exhibits) remain in full force and effect.



     C. Each of the Borrower and the Guarantors hereby represent and warrant

that (a) the representations and warranties contained in Article III of the

Credit Agreement, as amended hereby are correct in all material respects on and

as of the date hereof as though made on and as of such date and after giving

effect to the amendments contained herein and (b) no Default or Event of Default

exists on and as of the date hereof and after giving effect to the amendments

contained herein.



     D. This Second Amendment shall become effective upon the satisfaction of

the following conditions precedent (such date referred to herein as the

"Amendment Effective Date"):



          (a) Execution of Second Amendment. The Agent shall have received

     counterparts of this Second Amendment, executed by a duly authorized

     officer of each party hereto.



          (b) Revolving Notes. The Agent shall have received, for the account of

     each Bank, fully executed Revolving Notes each in the amount of $1,500,000.



          (c) Authority Documents. The Agent shall have received the following:



               (i) Articles of Incorporation. A certificate of the secretary of

          each of the Borrower and the Guarantor certifying that the articles of

          incorporation or other charter documents, as applicable, of each of

          the Borrower and the Guarantors previously delivered to the Agent are

          true and complete as of the Amendment Effective Date and have not been

          amended, modified, rescinded or supplemented since such date.



               (ii) Resolutions. Copies of resolutions of the board of directors

          of each of the Borrower and the Guarantors approving and adopting the

          Second Amendment, the transactions contemplated therein, including the

          increase of the Revolving Commitment hereunder, and authorizing

          execution and delivery thereof, certified by an officer thereof as of

          the Amendment Effective Date to be true and correct and in force and

          effect as of such date.



               (iii) Bylaws. A certificate of the secretary of each of the

          Borrower and the Guarantor certifying that the bylaws of each of the

          Borrower and the Guarantors previously delivered to the Agent are true

          and correct as of the Amendment Effective Date and have not been

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