EXHIBIT 10.40



                  THIRD AMENDMENT TO SECURED CREDIT AGREEMENT
                  -------------------------------------------

            This Third Amendment to Secured Credit Agreement (this "AGREEMENT")
is dated as of February 11, 1999 by and among Gibraltar Packaging Group, Inc., a
Delaware corporation (the "BORROWER"), the financial institutions parties to the
Credit Agreement (as defined herein) (collectively, the "LENDERS" and
individually, a "LENDER") and First Source Financial LLP, as Agent for the
Lenders (the "AGENT").

                                   RECITALS

            WHEREAS, the Borrower, the Agent and the Lenders are parties to that
certain Secured Credit Agreement, dated as of July 31, 1998 (the "ORIGINAL
CREDIT AGREEMENT"), as amended by that certain First Amendment to Secured Credit
Agreement, dated as of September 1, 1998 (the "FIRST AMENDMENT") and that
certain Second Amendment to Secured Credit Agreement, dated as of November 13,
1998 (the "SECOND AMENDMENT"; the Original Credit Agreement, as amended by the
First Amendment and the Second Amendment, is collectively referred to herein as
the "SECURED CREDIT AGREEMENT"), among the Borrower, the Agent and the Lenders;

            WHEREAS, the Borrower wishes, and the Agent and the Lenders are
willing, to amend certain provisions of the Secured Credit Agreement and to
waive compliance with certain provisions of the Secured Credit Agreement, all on
the terms and conditions set forth in this Agreement.

            WHEREAS, First Source Financial LLP and LaSalle Business Credit,
Inc. are the only Lenders which are parties to the Secured Credit Agreement as
of the date hereof; and

            NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties hereto agree as follows:


                                   AGREEMENT

      1. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meanings as set forth in the Secured Credit Agreement.

      2. Waiver. The Lenders hereby waive any Unmatured Event of Default or
Event of Default caused by the Borrower's failure to comply with the Debt to
EBITDA Ratio or Interest Coverage Ratio covenants set forth in Sections 11.32(b)
and (c) of the Secured Credit Agreement through December 31, 1998; provided,
however, that the Borrower may not incur or continue any

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LIBOR Rate Loans (or convert any Prime Rate Loans into LIBOR Rate Loans) from
the date hereof until the date on which the Borrower demonstrates to the Agent
and the Lenders, by the delivery of a Compliance Certificate and the financial
statements required under Section 11.1(b), its compliance with the financial
covenants set forth in Sections 11.32(b) and (c), as amended hereby.

      3. Amendments to Secured Credit Agreement.

      (a) Section 11.32(b) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with the following:

                  (b) Debt to EBITDA Ratio. Not permit the Debt to
      EBITDA Ratio for any period set forth below to be more than the ratio
      listed below opposite such period:


                                                               MAXIMUM
                                                                RATIO
                    PERIOD(S) (ALL DATES ARE INCLUSIVE)       (TO 1.0)
            
            Fiscal Quarter ending March 31, 1999              5.60:1.0
            
            Fiscal Quarter ending July 3, 1999                5.30:1.0
            
            Each Fiscal Quarter of Fiscal Year 2000           3.50:1.0
            
            Each Fiscal Quarter of Fiscal Year 2001           3.00:1.0
            
            Each Fiscal Quarter of Fiscal Year 2002           2.50:1.0
            
            Fiscal Quarter ending on June 30, 2002            2.50:1.0
            and each Fiscal Quarter thereafter
            
      (b) Section 11.32(c) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with the following:

                  (c) Interest Coverage Ratio. Not permit the Interest Coverage
      Ratio measured on the last day of any month for any twelve (12) month
      period (or, in the case of months ending before July 3, 1999, for the
      period from and including June 27, 1998, to and including the last day of
      such month) ending on the last day of such month to be less than the ratio
      listed below opposite the period including such month:

                                                               MINIMUM
                                                                RATIO
                    PERIOD(S) (ALL DATES ARE INCLUSIVE)       (TO 1.0)

                                       2
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            Fiscal Quarter ending March 31, 1999              1.79:1.0
            
            Fiscal Quarter ending July 3, 1999                1.79:1.0
            
            July 4, 1999 through July 2, 2000                 2.25:1.0
            
            July 3, 2000 through June 30, 2001                2.50:1.0
            
            July 1, 2001 through June 29, 2002                2.50:1.0
            
            June 30, 2002 and thereafter                      2.50:1.0
            
      (c) Section 11.32(d) of the Credit Agreement is hereby amended by deleting
it in its entirety and replacing it with the following:

            (d) Fixed Charge Coverage Ratio. Not permit the Fixed Charge
Coverage Ratio measured on the last day of any month for any twelve (12) month
period (or, in the case of months ending before July 3, 1999, for the period
from and including June 27, 1998, to and including the last day of each month)
ending on the last day of such month to be less than the ratio listed below
opposite the period including such month:

                                                         MINIMUM
                                                          RATIO
              PERIOD(S) (ALL DATES ARE INCLUSIVE)       (TO 1.0)
            
            Fiscal Quarter ending March 31, 1999        1.00:1.0
            
            Fiscal Quarter ending July 3, 1999          1.00:1.0
            
            July 4, 1999 through July 2, 2000           1.05:1.0
            
            July 3, 2000 through June 30, 2001          1.10:1.0
            
            July 1, 2001 through June 29, 2002          1.10:1.0
            
            June 30, 2002 and thereafter                1.10:1.0
            
      (d) Item IV of Exhibit 11.1(e) of the Credit Agreement is hereby amended
by deleting it in its entirety and replacing it with the following:

            IV.   Section 11.32(d) - Minimum Fixed Charge Coverage Ratio

                  Period Covered (Computation Period):
                  As of ___________, _____

                  A.    EBITDA for such period:

                                       3
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                  B. Net Capital Expenditures for such period: $___________

                  C. A. minus B.:                              $___________

                  D. Total Fixed Charges for such period:      $___________

                  E. Ratio of C. to D.:

                     Minimum Fixed Charge Coverage Ratio
                     shown for relevant period in column
                     captioned "RATIO" in SECTION
                     11.32(D):                                  ___________

      4. Representations and Warranties. To induce the Agent and the Lenders to
enter into this Agreement and to make all future Loans under the Secured Credit
Agreement, the Borrower represents and warrants to the Agent and the Lenders
that:

      (a) Due Authorization, etc. The execution, delivery and performance by the
Borrower of this Agreement executed as of the date hereof are within its
corporate powers, have been duly authorized by all necessary corporate action
(including without limitation, shareholder approval, if any shall be required),
have received all necessary governmental approval (if any shall be required),
and do not and will not contravene or conflict with any Requirement of Law or
Contractual Obligation binding upon such entity. This Agreement is the legal,
valid, and binding obligation of the Borrower enforceable against the Borrower
in accordance with its respective terms.

      (b) Certain Agreements. To the best of the Borrower's knowledge, on the
date hereof all warranties of the Borrower thereto set forth in the Secured
Credit Agreement are true and correct in all material respects, without any
waiver or modification thereof and no default of any party exists under the
Secured Credit Agreement or any Related Document.

      (c) Financial Information. All balance sheets, all statement of
operations, of shareholders' equity and of changes in financial position, and
other financial data which have been or shall hereafter be furnished to the
Agent for the purposes of or in connection with this Agreement have been and
will be prepared in accordance with GAAP consistently applied throughout the
periods involved and do and will, present fairly the financial condition of the
entities involved as of the dates thereof and the results of their operations
for the periods covered thereby.

      (d) Litigation. No material litigation (including, without limitation,
derivative actions), arbitrations, governmental investigation or proceeding or
inquiry shall, on the date hereof, be pending which was not previously disclosed
in writing to the Agent and no material adverse development shall have occurred
in any litigation (including, without limitation, derivative actions),
arbitration, government investigations, or proceeding or inquiry previously
disclosed to the Agent in writing.

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      5. Conditions to Effectiveness. This Agreement shall be effective as of
December 31, 1998 upon the satisfaction of the conditions set forth in this
Section 5 and delivery of the following documents to the Agent on or prior to
the date hereof (unless another date is specified), in form and substance
satisfactory to the Agent and the Lenders:

      (a) Agreement. The Borrower shall have delivered to the Agent executed
originals of this Agreement.

      (b) Consents and Acknowledgments. The Borrower shall have obtained all
consents, approvals and acknowledgments which may be required with respect to
the execution, delivery and performance of this Agreement.

      (c) No Default. As of the date hereof after giving effect to this
Agreement and the waiver set forth in Section 2 hereof, no Unmatured Event of
Default or Event of Default under any Related Document shall have occurred and
be continuing.

      (d) Amendment Fee. The Borrower shall have delivered to the Agent for the
benefit of the Lenders, on or before February ___, 1999, an amendment fee of
$20,000.

      6. Affirmation of Guaranties.

      Each Guarantor (i) consents to and approves the execution and delivery of
this Agreement by the Borrower, the Agent and the Lenders, (ii) agrees that this
Agreement does not and shall not limit or diminish in any manner its obligations
under its Guaranty or under any of the other Related Documents to which it is a
party, (iii) agrees that this Agreement shall not be construed as requiring the
consent of any Guarantor in any other circumstance, (iv) reaffirms its
obligations under its Guaranty and all of the other Related Documents to which
it is a party, and (v) agrees that its Guaranty and such other Related Documents
remain in full force and effect and are each hereby ratified and confirmed.

      7. Miscellaneous.

      (a) Captions. Section captions used in this Agreement are for convenience
only, and shall not affect the construction of this Agreement.

      (b) Governing Law. This Agreement shall be a contract made under and
governed by the laws of the State of Illinois, without regard to conflict of
laws principles. Wherever possible each provision of this Agreement shall be
interpreted in such manner to be effective and valid under applicable law, but
if any provision of this Agreement shall be prohibited by or invalid under such
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the
remaining provision of this Agreement.

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<PAGE>

      (c) Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute one and the same Agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

      (d) Successors and Assignees. This Agreement shall be binding upon the
Borrower, the Agent, the Lenders and their respective successors and assignees,
and shall inure to the sole benefit of the Borrower, the Agent, the Lenders and
their successors and assignees.

      (e) References. Any reference to the Secured Credit Agreement contained in
any notice, request, certificate, or other document executed concurrently with
or after the execution and delivery of this Agreement shall be deemed to include
this Agreement unless the context shall otherwise require.

      (f) Continued Effectiveness. Notwithstanding anything contained herein,
the terms of this Agreement are not intended to and do not serve to effect a
novation as to the Secured Credit Agreement, any Note or any of the Collateral
Documents provided to furnish security therefor. The parties hereto expressly do
not intend to extinguish the Secured Credit Agreement, any Note or the
Collateral Documents. Instead, it is the express intention of the parties hereto
to reaffirm the existence of the indebtedness created under the Secured Credit
Agreement which is evidenced by Notes and secured by the various Collateral
Documents. The Secured Credit Agreement and each of the Related Documents as
amended hereby remain in full force and effect. The execution, delivery and
effectiveness of this Agreement shall not operate as a waiver of any right,
power or remedy of the Lenders or the Agent under the Secured Credit Agreement
or any Related Document to which the Lenders and the Agent are a party nor,
except as set forth in Section 2 hereof, constitute a waiver of any provision in
or Event of Default or Unmatured Event of Default (now or hereafter existing)
under the terms of the Secured Credit Agreement or any Related Document.

      (g) Fees and Expenses. In accordance with Section 14.4 of the Secured
Credit Agreement, the Borrower agrees to pay on demand all fees, costs and
expenses incurred by the Agent and the Lenders in connection with the
preparation, execution and delivery of this Agreement.


                                   * * * * *





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            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.


                                    GIBRALTAR PACKAGING GROUP, INC., as
                                    Borrower

                                    By:   /s/ John W. Lloyd                     
                                    Name Printed:  John W. Lloyd                
                                    Title: Executive VP, Secretary and Treasurer

                                    FIRST SOURCE FINANCIAL LLP,
                                          as Agent and a Lender

                                    By:   First Source Financial, Inc.
                                    Its:  Manager

                                    By:  /s/ John P. Thacker
                                    Name Printed:   John P. Thacker             
                                    Title: Senior Vice President

                                    LASALLE BUSINESS CREDIT, INC.,
                                          as a Lender

                                    By:   /s/ Ellen T. Cook
                                    Name Printed:   Ellen T. Cook               
                                    Title: Vice President

                                    RIDGEPAK CORPORATION, as a Guarantor

                                    By:   /s/ John W. Lloyd
                                    Name Printed:   John W. Lloyd               
                                    Title: Secretary

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                                    NIEMAND HOLDINGS, INC., as a Guarantor

                                    By:  /s/ John W. Lloyd
                                    Name Printed:   John W. Lloyd               
                                    Title: Secretary

                                    NIEMAND INDUSTRIES, INC., as a Guarantor

                                    By:   /s/ John W. Lloyd
                                    Name Printed:   John W. Lloyd               
                                    Title: Secretary

                                    GB LABELS, INC., as a Guarantor

                                    By:  /s/ John W. Lloyd
                                    Name Printed:   John W. Lloyd               
                                    Title: Secretary

                                    STANDARD PACKAGING AND PRINTING
                                    CORP.,  as a  Guarantor

                                    By: /s/ John W. Lloyd
                                    Name Printed:   John W. Lloyd               
                                    Title: Secretary

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                [TO THIRD AMENDMENT TO SECURED CREDIT AGREEMENT]