EXHIBIT 10.39


                  SECOND AMENDMENT TO SECURED CREDIT AGREEMENT
                  --------------------------------------------

            This Second Amendment to Secured Credit Agreement (this "Agreement")
is dated as of November 15, 1998 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 Banks
(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"; the Original
Credit Agreement, as amended by the First 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 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 Net
Worth, Debt to EBITDA Ratio or Interest Coverage Ratio covenants set forth in
Sections 11.32(a), (b) and (c) of the Secured Credit Agreement through September
30, 1998.




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            3. Amendment to Secured Credit Agreement. Section 11.32(a) of the
Credit Agreement is hereby amended by deleting it in its entirety and replacing
it with the following:

                  (a) Net Worth. Maintain a Net Worth at all times during each
      period listed below of at least the amounts set forth opposite such
      period:


                        PERIODS (ALL DATES           MINIMUM
                  ARE INCLUSIVE)                     NET WORTH

            Fiscal Quarter ending December 31, 1998  $ 13,400,000

            Fiscal Quarter ending March 31, 1999     $ 13,400,000
  
            Fiscal Quarter ending July 3, 1999       $ 13,400,000

            July 4, 1999 through July 2, 2000        $ 13,900,000
 
            July 3, 2000 through June 30, 2001       $ 14,900,000

            July 1, 2001 through June 29, 2002       $ 15,900,000
 
            June 30, 2002 and thereafter             $ 17,900,000

      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), 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 




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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.

      5. Conditions to Effectiveness. This Agreement shall be effective as of
September 30, 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 November 15, 1998, 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.



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      (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.

      (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 Vice President,  Secretary &
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