Exhibit  10.33

                         GIBRALTAR PACKAGING GROUP, INC.

                       1998 STOCK APPRECIATION RIGHTS PLAN


      1. Name. The name of this plan is the Gibraltar Packaging Group, Inc. 1998
Stock Appreciation Rights Plan (the "Plan"). The purpose of the Plan is to
afford an incentive to key employees of Gibraltar Packaging Group, Inc. (the
"Company") and its affiliated corporations and to enable the Company and its
affiliated corporations to retain and attract personnel of the highest caliber
who by their position, ability and diligence are able to make important
contributions to the Company's success.

      2.    Definitions.

            a.    "Cause" means, solely for purposes of this Plan, the
                  termination of a grantee's employment with the Company because
                  of (i) final conviction of grantee of a felony under the laws
                  of the United States or any state thereof which results or was
                  intended to result directly or indirectly in gain or personal
                  enrichment by grantee at the expense of the Company, (ii)
                  participation by grantee as an employee, officer or holder of
                  more than five percent of the equity in any business engaged
                  in activities in direct competition with the Company without
                  the prior written consent of the Company, or (iii) willful
                  misconduct.

            b.    "Committee" means the Compensation Committee of the Board of
                  Directors of the Company.

            c.    "Common Stock" means the common stock of the Company.

            d.    "Share Unit" means the equivalent of one share of Common
                  Stock.

            e.    "Initial Value" means the value of a share of Common Stock on
                  the date an award of Share Units is made as determined by the
                  Committee in the exercise of its sole discretion.

            f.    "Maturity Date" means the date the Committee specifies as the
                  date on which an account or accounts shall be valued.

            g.    "Maturity Value" means for the purposes of this 1998 Stock
                  Appreciation Rights Plan the value of each share of the Common
                  Stock determined as the closing price per share of the Common
                  Stock on the NASDAQ national market system, or such other
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                  national securities exchange or association on which the Stock
                  is then listed (the "Exchange"), as provided in accordance
                  with the terms of the award or awards of Share Units.

            h.    "Dividend Unit" means the equivalent number of shares of
                  Common Stock paid or made by the Company with respect to a
                  share of its Common Stock.

            i.    "Units" means Share Units and Dividend Units collectively.

            j.    "Unit Value" is defined in Section 6 below.

            k.    "Change in Control" means the occurrence of any of the
                  following events:

                         i.   If there occurs any transaction (which shall
                              include a series of transactions occurring within
                              60 days or occurring pursuant to a plan), that has
                              the result that stockholders of the Company
                              immediately before such transaction cease to own
                              at least 51% of the voting stock of the Company or
                              of any entity that results from the participation
                              of The Company in a reorganization, consolidation,
                              merger, liquidation or any other form of corporate
                              transaction;

                        ii.   If the stockholders of The Company approve a plan
                              of merger, consolidation, reorganization,
                              liquidation or dissolution in which The Company
                              does not survive (unless the approved merger,
                              consolidation, reorganization, liquidation or
                              dissolution is subsequently abandoned); or

                        iii.  If the stockholders of The Company approve a plan
                              for the sale, lease, exchange, transfer,
                              assignment or other disposition of all or
                              substantially all the property and assets of The
                              Company (unless such plan is subsequently
                              abandoned).

      3. Administration of Plan. This Plan shall be administered by the
Committee, or by such other committee composed of members of the Board of
Directors as may be designated by the Board. The Committee is authorized to
interpret the terms and provisions of the Plan and to adopt such rules and
regulations for the administration of the Plan as it may deem advisable. Members
of the Committee are not eligible to participate in this Plan.
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      4. Eligibility. Share Units shall be granted only to persons who at the
time of the grant are key employees of the Company or its affiliates (including
officers, but excluding directors who are not regular employees). No member of
the Committee, while serving as such, shall be eligible to receive Share Units
under this Plan. While all such employees are eligible to be considered for the
receipt of Share Units, it is contemplated that only those employees who perform
services of special importance to the Company and its affiliated corporations in
the management, operation, and development of the business will be selected to
receive Share Units. Subject to the terms, provisions and conditions of this
Plan, the Committee is hereby authorized to: (a) select the employees to be
granted Share Units (it being understood that more than one award may be granted
to the same person); (b) determine the number of Share Units covered by each
grant; (c) determine the time or times when Share Units will be granted; (d)
determine the time or times when, and the conditions under which, amounts may
become payable with respect to Share Units within the limits stated in this
Plan; and (e) prescribe the form, which shall be consistent with this Plan, of
the instruments evidencing any Share Units granted under this Plan.

      5. Share Unit Accounts. The Company shall record in an account with
respect to each grantee the number of Share Units awarded to such grantee and
the Initial Value thereof. A separate account shall be maintained with respect
to each award of Share Units to each grantee. Whenever the Company shall pay any
dividend in Common Stock upon issued and outstanding Common Stock there shall be
credited to the account or accounts of each grantee such number of Dividend
Units as would be allocable to the Units then credited to such account or
accounts if the grantee had actually owned the number of shares of Common Stock
represented by the Units. No adjustment will be made to the account or accounts
of grantees on distributions on its Common Stock except as provided for herein.

      6. Valuation of Units. The amount to be paid to the grantee with respect
to any account established in his or her name under this Plan shall be
determined on the Maturity Date with respect to such account, shall be
calculated only with respect to Units included in such account that have vested
in accordance with the terms of the award or awards of Share Units, and shall
consist of the sum of (a) the excess, if any, of the Maturity Value over the
Initial Value of all Share Units included in such account and (b) the Maturity
Value of all Dividend Units included in such account, less any amount which the
Company is required to withhold with respect to such payment under the then
applicable provisions of the Internal Revenue Code or state or local income tax
laws (the "Unit Value"). Payment shall be made wholly in cash in accordance with
the terms of the award or awards of Share Units.

      7. Payment of Unit Value. Payment of the Unit Value shall be made in
accordance with the terms of the award or awards of Share Units.

      8. Termination of Employment. If a grantee's employment with the Company
is terminated by (i) the retirement of grantee, (ii) the death of grantee, (iii)
the mental or physical disability of grantee as determined by a medical doctor
satisfactory to 
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the Committee, (iv) choice of the grantee, or (v) by the Company for other than
Cause, then the Maturity Date shall be the date of termination. If a grantee's
employment with the Company is terminated by the Company for Cause, then the
award of Share Units to the grantee shall become void on the date of
termination.

      9. Right of Company to Terminate Employment. Nothing contained in the Plan
or in any grant pursuant to the Plan shall interfere in any way with the right
of the Company or a subsidiary to terminate the employment of the grantee at any
time for any reason or for no reason.

      10. Nontransferability. No amounts payable under this Plan shall be
transferable by the grantee other than by will or by the laws of descent and
distribution.

      11. Changes in Stock and Conversion Rights. In the event that (a) the
number of outstanding shares of Common Stock shall be changed by reason of
split-ups, combinations of shares, recapitalizations, stock dividends or
otherwise, or (b) the Common Stock is converted into or exchanged for other
shares as a result of any merger or consolidation (including a sale of assets)
or other recapitalization, the number of Units then credited to the account or
accounts of any grantee and the Initial Value of all Share Units included
therein shall be appropriately adjusted so as to reflect such change. Persons
participating in the Plan shall be vested in all Units in their account and to
be paid the full Maturity Value of such Units upon occurrence

      12. Amendments to Plan. The Board of Directors may at any time terminate
or from time to time amend, modify, or suspend this Plan, provided that no such
action shall adversely affect any right or obligation with respect to any award
previously granted.

      13. Governing Law. This Plan shall be governed and construed in accordance
with the laws of the State of Ohio.

      14. Effective Date. This Plan shall be effective as of November 30, 1998.