FIRST AMENDED AND RESTATED  CHANGE IN CONTROL AGREEMENT



FIRST AMENDED AND RESTATED 

CHANGE IN CONTROL AGREEMENT

             This Agreement is made as of this 7th day of April,
2005, by and between Gibraltar Industries, Inc., a Delaware corporation with
offices at 3556 Lake Shore Road, Buffalo New York (the "Company") and Brian J.
Lipke, (the "Executive").

 RECITALS:

             WHEREAS, the parties entered into a
Change in Control Agreement (the "Original Agreement") dated July 8, 1998; 

             WHEREAS, since the date of the
Original Agreement, the Internal Revenue Code (the "Code") has been amended and
new regulations have been adopted under new Section 409A of the Code (the
"Regulation") with respect to, among other things, deferred income and change in
control agreements; and

             WHEREAS, the parties wish to amend
and restate the Original Agreement in order to conform to the requirements of
the Regulation with respect to the deferral of income which is payable on a
change in control of the Company; 

 CONSIDERATION:

             NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants set forth in this Agreement, the parties
hereto agree to amend and restated the Original Agreement in its entirety as
follows: 

1.    
Definitions.  As used in this Agreement, the following terms shall have the
following meanings:
(a)               
"Aggregate Exercise Price" means: (i) in the case of options to acquire
common stock of the Company which are owned by the Executive, the total amount
of cash or immediately available funds which the Executive would be required to
pay to the Company in order to purchase all of the common stock of the Company
which, as of the date that the determination of the Aggregate Exercise Price is
to be made, the Executive is entitled to purchase under the terms of all issued,
outstanding and unexercised options to purchase common stock of the Company
which are outstanding and exercisable on the date the determination of the
Aggregate Exercise Price to be made; and (ii) in the case of options to acquire
Successor Equity (as hereinafter defined) the total amount of cash or
immediately available funds which the Executive would be required to pay the
Successor (as hereinafter defined) in order to purchase all the Successor Equity
which, as of the date that the determination of the Aggregate Exercise Price is
to be made, the Executive is entitled to purchase under the terms of all issued,
outstanding and unexercised options to purchase Successor Equity which are
outstanding and exercisable on the date the determination of the Aggregate
Exercise Price of such options is to be made.

(b)              
"Annual Compensation" means the sum of: (i) the amount of the annual base
salary of the Executive which is in effect during the calendar year preceding
the calendar year in which a Change in Control (as hereinafter defined) occurs;
and (ii) the highest annual bonus paid to the Executive by the Company during
the three (3) calendar year period preceding the calendar year in which a Change
in Control occurs.  The amount of any compensation which the Executive has
affirmatively elected to defer his receipt of, including without limitation,
compensation deferred pursuant to any applicable 401(k) plan, any Section 125
plan, any cafeteria plan or any other deferred compensation plan maintained by
the Company, shall be included when calculating Annual Compensation.

(c)               
"Built In Gain" means an amount equal to: (i) the Highest Sale Price (as
hereinafter defined) determined as of the date the Change in Control occurs,
multiplied by the total number of shares of common stock of the Company which
the Executive could acquire by exercising all of the options to acquire common
stock of the Company which, as of the date the Change in Control occurs, were
issued to the Executive, outstanding and unexercised, minus (ii) the Aggregate
Exercise Price of such options.

(d)              
"Cause" means: that the Compensation Committee has determined (and
provided the Executive a written statement of its determination) that the
Executive has engaged in egregious acts or omissions which have resulted in
material injury to the Company and its business.

(e)               
"Change in Control" shall be deemed to have occurred if:



        (i)  
During any consecutive twelve-month period, any "person" or group of
persons (within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) other than the Company, an Affiliate of
the Company, an employee benefit plan sponsored by the Company or any of its
Affiliates, or any one or more members of the Lipke family becomes the
"beneficial owner" (as defined in Section 13(d) of the Exchange Act) of thirty
five percent (35%) or more of the then outstanding voting stock of the Company
through a transaction or series of transactions which have not been arranged by
or consummated with the prior approval of the Board of Directors; 



        (ii)  
a majority of the members of the Board of Directors is replaced during
any consecutive twelve-month period by Directors whose appointment or election
is not endorsed by a majority of the members of the Board of Directors prior to
the date of appointment or election;



        (iii)  
the Company enters into a Merger Sale Agreement; provided however, that
the entry into a Merger Sale Agreement shall only be deemed a "Change in
Control" if the Executive's employment with the Company and all of its
Affiliates is terminated by the Company without Cause or he resigns for Good
Reason during the period beginning on the date the Merger Sale Agreement is
executed and ending on the date the Merger Sale is consummated or the Merger
Sale Agreement is terminated; or



        (iv)  
the consummation of a Merger Sale.

(f)                
"Conversion Options" means, an option or options to purchase Successor
Equity in the Successor which option or options may be granted by the Successor
to the Executive and are exercisable in full, immediately following the Change
in Control for an Aggregate Exercise Price which does not exceed the Aggregate
Exercise Price of the options to purchase common stock of the Company which were
owned by the Executive on the date the Change in Control occurs and which
options, if exercised by the Executive in full, immediately following the
occurrence of a Change in Control would provide for the ownership by the
Executive of Successor Equity which, immediately following the acquisition of
such Successor Equity by the Executive, may be sold by the Executive, free of
any restrictions imposed on the sale of securities by the Securities Act of
1933, for a price which exceeds the Aggregate Exercise Price of the such options
by an amount which is not less than the amount of the Built In Gain.  Nothing
contained in this Agreement shall be deemed or construed to require the
Executive to accept a grant of Conversion Options from the Successor.

(g)               
"Deferred Compensation" means any compensation, payable to the Executive
by the Company, receipt of which is contingent or is deferred pursuant to the
terms of any applicable 401(k) plan, Section 125 cafeteria plan or any other
deferred compensation plan maintained by the Company together with any interest
or earnings, either actually or hypothetically earned on the amount of such
compensation. 

(h)               
"Good Reason" the Executive will have Good Reason to terminate his
employment with the Company if:

        (i)  
the Executive's annual base salary and/or annual bonus is reduced or any
other material compensation or benefits arrangement for the Executive is
materially reduced (and such reduction is unrelated to the Company's, a
Company's Affiliate's or the Executive's performance); 

        (ii)  
the Executive's duties or responsibilities are negatively, and materially
changed in a manner inconsistent with the Executive's position (including
status, offices, titles, and reporting requirements) or authority;

        (iii)  
the Company requires the Executive's work location or residence to be
relocated more than 50 miles from its location as of the date the Merger Sale
Agreement is executed;

        (iv)  
the Company or its successor fails to offer the Executive a position
after the Change in Control comparable to that held by the Executive immediately
prior to the Change in Control.

(i)                 
"Highest Sale Price" means: (i) with respect to the common stock of the
Company, the highest closing sale price at which common stock of the Company has
been sold, in an established securities market, during the twelve (12)
consecutive month period ending on the date as of which the determination of the
Highest Sale Price of the common stock of the Company is to be made; and (ii) in
the case of any Successor Equity, the highest closing sale price at which such
Successor Equity has been sold, in an established securities market, during the
twelve (12) consecutive month period ending on the date as of which the
determination of the Highest Sale Price of the Successor Equity is to be
determined.

(j)                
"Merger Sale" means the consolidation, merger, or other reorganization of
the Company, other than: (i) a consolidation, merger or reorganization of the
Company in which holders of common stock of the Company immediately prior to the
earlier of: (A) the Board of Director's approval of such consolidation, merger
or other reorganization; or (B) the date of the stockholders meeting in which
such consolidation, merger or other reorganization is approved, continue to hold
more than eighty percent (80%) of the outstanding voting securities of the
surviving entity immediately after the consolidation, merger, or other
reorganization; and (ii) a consolidation, merger or other reorganization which
is effected pursuant to the terms of a Merger Sale Agreement which provides that
the consolidation, merger or other reorganization contemplated by the Merger
Sale Agreement will not constitute a Change in Control for purposes of this
Agreement.

(k)              
"Successor" means, the person, firm, corporation or other entity which,
as a result of the occurrence of a Change in Control, has succeeded, directly or
indirectly, to all or substantially all the assets, rights, properties,
liabilities and obligations of the Company.

(1)                 
"Successor Equity" means capital stock or any other equity interest in
the Successor.

2.    
Effect of Change in Control.  Upon the occurrence of a Change in Control:

(a)               
the restrictions imposed upon the sale, transfer or other conveyance of
any restricted stock held by the Executive pursuant to the terms of any
restricted stock agreement or any other plan or agreement shall terminate and
cease to exist, and such stock shall thereafter be free from all such
restrictions;  

(b)              
any and all Deferred Compensation (except for compensation deferred by
the Executive pursuant to the terms of any 401(k) plan maintained by the
Company, which deferred compensation shall be paid in accordance with the terms
of such 401(k) plan) shall be paid to the Executive in one lump sum payment
within thirty (30) days following the occurrence of the Change in Control; 

(c)               
the Company or the Successor, as the case may be, shall, within thirty
(30) days after the occurrence of the Change in Control, pay to the Executive,
in one (1) lump sum payment, an amount equal to three hundred fifty percent
(350%) of the Executive's Annual Compensation;

(d)              
any common stock of the Company which has not been issued to the
Executive under the terms of any long term equity based incentive compensation
plan which was adopted by the Board of Directors prior to the date the Change in
Control occurs, but which common stock would have been issued to the Executive
under the terms of such long term equity based incentive compensation plan if
the Change in Control had not occurred and the Executive had met all applicable
performance goals established by the Board of Directors in order to receive
awards of restricted stock or restricted stock units under such long term equity
based incentive compensation plan, shall, effective as of the date the Change in
Control occurs, be issued to the Executive, free and clear of all restrictions
on the sale, transfer or conveyance of such common stock;

(e)               
if, following the occurrence of a Change in Control, the Company's legal
existence continues and the proportionate number of the issued and outstanding
shares of common stock of the Company (on a fully diluted basis) which may be
purchased by the Executive after the occurrence of the Change in Control
pursuant to the exercise of his options and for a price equal to the Aggregate
Exercise Price of the Executive's options (determined immediately prior to the
occurrence of the Change in Control), is at least equal to the proportionate
number of the issued and outstanding shares of common stock of the Company which
could have been purchased by the Executive pursuant to the exercise by the
Executive of all of his options, immediately prior to the Change in Control
(including any shares of the Company's common stock which may be acquired by the
Executive as a result of adjustments made after the occurrence of a Change in
Control to the terms of the options which the Executive held prior to the
occurrence of the Change in Control, which adjustments provide the Executive the
right to acquire more shares of the Company's common stock for the same
Aggregate Exercise Price and shares of the Company's common stock which may be
acquired by the Executive pursuant to the exercise of additional options granted
to the Executive immediately following the Change in Control  which are
immediately exercisable in full), then, all options to purchase the Company's
common stock which were granted to the Executive prior to the occurrence of the
Change in Control shall immediately become fully exercisable by the Executive;
and

(f)                
if, following the occurrence of a Change in Control: (i) the Company's
legal existence continues but the number of shares of common stock of the
Company which the Executive is entitled to purchase pursuant to the exercise of
all options to purchase the Company's common stock which are owned by the
Executive immediately following the Change in Control for a price which is not
more than the Aggregate Exercise Price of his unexercised options immediately
prior to the occurrence of the Change in Control, is not, on a fully diluted
basis, at least equal to the same proportion, on a fully diluted basis, of the
issued and outstanding shares of common stock of the Company which could have
been purchased by the Executive pursuant to the exercise of all of his options
immediately prior to the occurrence of the Change in Control; or (ii) the common
stock of the Company is no longer listed for trading on an established
securities market and the Successor has not, effective as of the date the Change
in Control occurs, offered to grant Conversion Options to the Executive in lieu
of the options of the Executive to purchase common stock of the Company; or
(iii) the common stock of the Company is no longer listed for trading on an
established securities market and the Successor has offered to grant Conversion
Options to the Executive effective as of the date the Change in Control occurs
(in lieu of the Executive's options to purchase common stock of the Company) but
the Executive has elected not to accept such grant of Conversion Options; then
(iv) the Executive shall be paid, in one lump sum payment not later than 90 days
following the occurrence of the Change in Control, the amount of the Built In
Gain on the options to purchase common stock of the Company which were issued to
the Executive and outstanding and unexercised on the date the Change in Control
occurs and, thereafter, all such options shall be cancelled and shall for all
purposes be deemed and construed to be null and void.

(g)               
To the extent not otherwise provided above, any equity based incentive
compensation award, including but not limited to options and stock appreciation
rights, shall vest and become fully exercisable.

3.    
Effect of Termination of Employment.  If the Executive's employment with
the Company is terminated for any reason whatsoever during the two (2) year
period following the occurrence of a Change in Control, or if the Executive's
employment is terminated by the Company without Cause or by the Executive for
Good Reason after the Company enters into a Merger Sale Agreement and before the
Merger Sale is consummated or the Merger Sale Agreement is terminated, then: 

(a)               
if the Executive's options to purchase common stock of the Company have
not been cancelled as provided for in Section 2(f) above, to the extent that the
Executive has any unexercised options to purchase common stock of the Company,
which options are exercisable at the time the Executive's employment with the
Company is terminated, the Company shall pay to the Executive in one lump sum
payment within thirty (30) days following the date the Executive's employment
with the Company is terminated, an amount equal to: (i) the Highest Sale Price
of the common stock of the Company determined as of the date the Executive's
employment with the Company is terminated; multiplied by (ii) the aggregate
number of shares of Common Stock of the Company which the Executive is entitled
to purchase pursuant to the terms of all options to purchase any common stock of
the Company which are owned by the Executive and exercisable on the date the
Executive's employment with the Company is terminated; minus (iii) the Aggregate
Exercise Price of the issued and outstanding unexercised options to purchase
common stock of the Company which are owned by the Executive as of the date the
Executive's employment with the Company is terminated to the extent that such
options are exercisable as of such date; and

(b)              
if the Executive has elected to accept a grant of Conversion Options from
the Successor and, at the time that the Executive's employment with the Company
is terminated, the Executive owns Conversion Options or any other options to
acquire any Successor Equity which are exercisable at the time the Executive's
employment with the Company is terminated, but any such Conversion Options and
other options to purchase Successor Equity have not been exercised by the
Executive, the Successor shall pay to the Executive in one lump sum payment
within thirty (30) days following the date the Executive's employment with the
Company is terminated, an amount equal to: (i) the Highest Sale Price,
determined as of the date the Executive's employment with the Company is
terminated, of each unit of Successor Equity which could be acquired by the
Executive upon the exercise of all outstanding Conversion Options and other
options to purchase Successor Equity on the date the Executive's employment with
the Company is terminated; multiplied by (ii) the aggregate number of units of
Successor Equity which the Executive is entitled to purchase pursuant to the
terms of all options to purchase Successor Equity which are owned by the
Executive and exercisable on the date the Change in Control occurs; minus (iii)
the Aggregate Exercise Price of all issued and outstanding unexercised
Conversion Options and other options to purchase Successor Equity which were
owned by the Executive and exercisable as of the date the Executive's employment
with the Company is terminated.

4.    
Additional Payments by the Company. 

(a)               
Anything in this Agreement to the contrary notwithstanding, in the event
it shall be determined that any payment or distribution by the Company to or for
the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a
"Payment"), would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any interest or
penalties with respect to such excise tax (such excise tax, together with any
such interest and penalties being hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.

(b)              
Subject to the provisions of Section 4(c) hereof, all determinations
required to be made under this Section 4, including whether a Gross-Up Payment
is required and the amount of such Gross-Up Payment, shall be made by any
nationally recognized firm of certified public accountants (the "Accounting
Firm") which shall provide detailed supporting calculations both to the Company
and the Executive within 60 business days following the occurrence a Change in
Control.  When calculating the amount of the Gross-Up Payment, the Executive
shall be deemed to pay:

        (i)  
Federal income taxes at the highest applicable marginal rate of Federal
income taxation for the calendar year in which the Gross-Up Payment is to be
made; and

        (ii)  
any applicable state and local income taxes at the highest applicable
marginal rate of taxation for the calendar year in which the Gross-Up Payment is
to be made, net of the maximum reduction in Federal income taxes which could be
obtained from deduction of such state and local taxes if paid in such year.

    If the Accounting Firm has
performed services for the entity that caused the Change of Control or any
affiliate thereof, the Executive may select an alternative accounting firm from
any nationally recognized firm of certified public accountants.  If the
Accounting Firm determines that no Excise Tax is payable by the Executive, it
shall furnish the Executive with an opinion that he has substantial authority
not to report any Excise Tax on his federal income tax return.  Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive.  As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder.  In the event that the Company
exhausts it remedies pursuant to Section 4(c) hereof, and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.

(c)               
The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment.  Such notification shall be given as soon as
practicable but no later than ten business days after the Executive knows of
such claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid.  The Executive shall not pay
such claim prior to the expiration of the thirty-day period following the date
on which it gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due).  If the
Company notifies the Executive in writing prior to the expiration of such period
that it desires to contest such claim, the Executive shall:

        (i)  
give the Company any information reasonably requested by the Company
relating to such claim;

        (ii)  
take such action in connection with contesting such claim as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Company;

        (iii)  
cooperate with the Company in good faith in order to effectively contest
such claim; and

        (iv)  
permit the Company to participate in any proceedings relating to such
claim;

provided, however, that the Company shall bear
and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall indemnify and hold
the Executive harmless, on an after-tax basis, for any Excise Tax or income tax,
including interest and penalties with respect thereto, imposed as a result of
such representation and payment of costs and expenses.  Without limitation on
the foregoing provisions of this Section 4(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to the Executive, on an interest free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax, including interest or penalties with respect thereto,
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the statue
of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount.  Furthermore, the Company's control of
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

(d)              
If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 4(c) hereof, the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject to
the Company's complying with the requirements of Section 4(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon by the taxing authority after deducting any taxes applicable
thereto).  If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 4(c) hereof, a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and the
Company does not notify the Executive in writing of its intent to contest such
denial of refund prior to the expiration of thirty days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid under Section 4(a) hereof. 
The forgiveness of such advance shall be considered part of the Gross-Up Payment
and subject to gross-up for any taxes (including interest or penalties)
associated therewith.

5.    
Effect on Terms and Conditions of Employment.  The Executive hereby
acknowledges and agrees that, except as otherwise specifically set forth in this
Agreement, the terms of this Agreement shall not be deemed or construed to
modify, alter or otherwise amend the terms and conditions of the employment
relationship between the Executive and the Company as it now exists or as it may
exist in the future.  Accordingly, the Executive hereby agrees that nothing
contained in this Agreement shall be deemed or construed to entitle the
Executive to remain in the employment of the Company and that nothing contained
in this Agreement shall be deemed or construed to limit or otherwise restrict
any rights which the Company now has or in the future have to terminate the
employment of the Executive.  The Company hereby acknowledges and agrees that,
except as otherwise specifically set forth in this Agreement, nothing in this
Agreement shall be deemed or construed to modify, alter, amend, limit or
restrict, in any way, any rights which the Executive may now or in the future
have to payment of any compensation or benefits from the Company or any employee
plan, program or arrangement maintained by the Company and which the Executive
is a participant in.

6.    
Confidentiality.  During the period of the Executive's employment by the
Company or any Successor, the Executive shall not, except as may be required in
connection with the performance by the Executive of the duties of his employment
with the Company or the Successor, disclose to any person, firm, corporation or
other entity, any information concerning matters affecting or relating to the
services, marketing, long range plans, financial strategies or other business of
the Company or, if applicable, the Successor, or any of their respective
customers so long as such information is not generally available to the public
other than as a result of disclosure by the Executive or any other third party
which is prohibited from disclosing such information by a contractual or
fiduciary obligation. 

7.    
Litigation Expenses.  In the event that any dispute shall arise under
this Agreement between the Executive and the Company, the Company shall be
responsible for the payment of all reasonable expenses of all parties to such
dispute, including reasonable attorney fees, regardless of the outcome thereof.

8.    
Amendments.  This Agreement may not be amended or modified orally, and no
provision hereof may be waived, except in writing signed by both the parties
hereto.

9.    
Assignment.  This Agreement may not be assigned by either party hereto
except with the written consent of the other.

10.  
Successors, Binding Effect.

(a)               
This Agreement shall be binding upon and inure to the benefit of the
personal representatives and successors in interest of the Executive.  In
addition, this Agreement shall be binding upon any successor (whether direct or
indirect, by purchase, merger, amalgamation or otherwise) to all or
substantially of the business and/or assets of the Company.  The Company
expressly agrees that it shall have no right, power or authority to consummate
any sale of all or substantially all the business and/or assets of the Company
or to consummate any merger, consolidation or other transaction as a result of
which all or substantially all the business and/or assets of the Company are not
owned by the Company or any of its direct or indirect wholly owned subsidiaries
unless the party that will own all or substantially all the business and/or
assets of the Company following the consummation of such transaction executes
and delivers an agreement with the Company expressly providing for the
assumption by such party of all of the Company's obligations under this
Agreement; provided that, notwithstanding the foregoing, no such agreement shall
be necessary to make the obligations of the Company under the terms of this
Agreement binding on such successor to the business and/or assets of the
Company.

(b)              
This Agreement shall inure to the benefit of and be enforceable by
Executive's personal and legal representatives, executors and administrators. 
If Executive dies while any amount is still payable to him hereunder, all such
amounts shall paid in accordance with the terms of this Agreement to the
Executive's personal representative or the executor or administrator of the
Executive's estate within ten (10) days from the date such personal
representative, executor or administrator is appointed.  In addition, the
obligation of the Company or, if applicable, the Successor to pay to the
Executive the amounts required to be paid under the terms of this Agreement
shall not be released, discharged or otherwise affected by any disability which
may be suffered by the Executive after he becomes entitled to payment of any
amounts which he is entitled to be paid pursuant to the terms of this Agreement.

11.  
Applicable Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed wholly within such State except with respect to the internal
affairs of the Company and its stockholders, which shall be governed by the
General Company Law of the State of Delaware.

12.  
Notices.  All notices and other communications given pursuant to this
Agreement shall be deemed to have been properly given or delivered if
hand-delivered, or if mailed, by certified mail or registered mail postage
prepaid, addressed to the Executive at the address first above written or if to
the Company, at its address set forth above, with a copy to the attention of
Gerald S. Lippes, 665 Main St., Buffalo, NY 14203.  From time to time, any party
hereto may designate by written notice any other address or party to which such
notice or communication or copies thereof shall be sent.

13.  
Severability of Provisions.  In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby and this
Agreement shall be interpreted as if such invalid, illegal or unenforceable
provision was not contained herein.

14.  
Headings. The headings of the Sections and Articles of this Agreement are
inserted for convenience only and shall not constitute a part hereof or affect
in any way the meaning or interpretation of this Agreement.

        IN WITNESS WHEREOF, the undersigned
have caused this Change in Control Agreement to be executed as of the day and
year first above written.

  

	
    By:       /s/ Henning Kornbrekke
                                     
	
                Henning Kornbrekke
	
                President and 
	
                Chief Operating Officer
	
      

	
    /s/ Brian J. Lipke
                                    
	
    Brian J. Lipke