Exhibit  10.37

                         GIBRALTAR PACKAGING GROUP, INC.
                       STOCK APPRECIATION RIGHTS AGREEMENT


      This Stock Appreciation Rights Agreement (this "Agreement") is entered
into as of the 15th day of January, 1999, by and between Gibraltar Packaging
Group, Inc., a Delaware corporation (the "Company"), and Richard D. Hinrichs
("Grantee").

                                    RECITALS:

      WHEREAS, the Company has adopted the 1998 Stock Appreciation Rights Plan
(the "Plan"), which is administered by the Compensation Committee of the
Company's Board of Directors;

      WHEREAS, this Agreement is governed by the Plan and all capitalized terms
used in this Agreement and not otherwise defined have the meanings assigned to
them in the Plan;

      WHEREAS, Grantee is an officer or key employee of the Company or one of
its subsidiaries;

      WHEREAS, the Company believes that it would advance the interests of the
Company to grant Share Units to Grantee pursuant to the Plan; and

      WHEREAS, Grantee desires to obtain the Share Units;

      NOW, THEREFORE, the parties agree as follows:

      1. Grant of Share Units. The Company hereby grants One Hundred Fifty
Thousand (150,000) Share Units to Grantee subject to all of the terms and
conditions contained in this Agreement and the Plan.

      2.    Vesting and Maturity Date.

      a. Except as provided in ss.2(b) below, the Share Units shall vest as
         follows:

              i.  20% upon execution of this Agreement;

             ii.  20% on the last Saturday to occur in June of each of 1999,
                  2000, 2001, and 2002; provided, that Grantee is an active
                  employee of the Company or one of its subsidiaries on each
                  such anniversary; and
<PAGE>

            iii.  Prior to the last Saturday to occur in June 2002, upon the
                  termination of Grantee's employment with the Company for any
                  reason other then Cause, Grantee shall vest in a pro-rata
                  number of shares that would have vested on the next
                  anniversary, which shall be based on the ratio of the number
                  of days Grantee is employed by the Company in the fiscal year
                  divided by 360, notwithstanding the forgoing, if there is a
                  Change in Control within one (1) year following the
                  termination of Grantee's employment with the Company by the
                  Company, the Grantee shall be vested in all Share Units.


      b. The Share Units shall become immediately fully vested upon the
         occurrence of a Change in Control.

      c. The Maturity Date of the Units shall be as follows:

               i. If there shall be a Change in Control, the Maturity Date shall
                  be the date upon which such Change in Control occurs;

              ii. Grantee's employment with the Company is terminated for any
                  reason other then Cause prior to the last Saturday to occur in
                  June 2002, the Maturity Date shall be one year after the date
                  of such If termination; and

             iii. In all other cases the Maturity Date shall be June 30, 2003.

3.    Initial Value.  The Initial Value of the Share Units shall be as follows:

      a. Seventy-Five Thousand Share Units shall be valued at $2.25 each; and

      b. Seventy-Five Thousand Share Units shall be valued at $3.00 each.

4.    Payment of Unit Value. The Company shall pay to Grantee the Unit Value as
      follows:

      a.    If a Change in Control has occurred while Grantee is employed by the
            Company or within one year following the termination of Grantee's
            employment to other then Cause, the Unit Value shall be paid in full
            upon the date upon which such Change in Control occurs;

      b.    In all other cases the Unit Value shall be paid in three equal
            annual payments, starting upon the Maturity Date, and upon the first
            and second yearly anniversary of such Maturity Date, with interest
            to be paid at the prime rate and such other terms as the Committee
            deems appropriate in its sole discretion.
<PAGE>

5.    Maturity Value. The Maturity Value of the Units shall be based upon the
      closing price per share of the Common Stock on the NASDAQ national market
      system, or such other national securities exchange or association on which
      the Stock is then listed (the "Exchange"), as follows:

      a.    If there shall be a Change in Control, the average closing price for
            the 30 day period immediately prior to the date of such Change in
            Control;

      b.    If Grantee's employment with the Company is terminated by the
            Company for any reason other then Cause, the average closing price
            for the 30 day period immediately prior to the date of the later of
            either (i) June 30, 2000, or (ii) the one year anniversary of the
            date of such termination;

      c.    If Grantee's employment with the Company is terminated by the
            Grantee, the average closing price for the 30 day period immediately
            prior to the date the date of such termination; or

      d.    In all other cases, the average of the closing price for the three
            month period from and including April 1, 2003 to and including June
            30, 2003.

6.    Representations and Warranties of Grantee. Grantee represents and warrants
      that:

      a.    Grantee is aware that no federal or state agency has made any
            finding or determination as to the fairness for public or private
            investment in, nor any recommendation or endorsement of, the Units;
            and

      b.    Grantee is aware that the Units are not registered under the
            securities or "blue sky" laws of any state or jurisdiction (the
            "Blue Sky Laws") as of the date of this Agreement, and the Company
            is under no obligation to cause the Units to be registered under the
            Securities Act of 1933, as amended (the "Act"), or the Blue Sky
            Laws;

7.    Transferability. The Units may not be transferred by Grantee other than by
      will or the laws of descent and distribution and during the Grantee's
      lifetime may be exercised only by Grantee.

8.    Miscellaneous.

      a.    The headings and other captions in this Agreement are for
            convenience of reference only and shall not be used in interpreting,
            construing or enforcing any of the provisions of this Agreement.

      b.    No change or modification of this Agreement shall be valid unless
            the same is in writing and signed by the Company and Grantee.
<PAGE>

      c.    No waiver of any provision of this Agreement shall be valid unless
            in writing and signed by the person against whom it is sought to be
            enforced. The failure of any party at any time to insist upon strict
            performance of any condition, promise, agreement or understanding
            set forth herein shall not be construed as a waiver or
            relinquishment of the right to insist upon strict performance of the
            same or other condition, promise, agreement or understanding at a
            future time.

      d.    The provisions of this Agreement relate solely to granting of the
            Share Units to Grantee pursuant to the Plan as of the date hereof
            and do not address or relate to any conditions of Grantee's
            employment with the Company. Nothing in this Agreement or the Plan
            shall confer upon Grantee any right or entitlement with respect to
            continuation of employment by the Company nor interfere in any way
            with the right or power of the Company to terminate Grantee's
            employment at any time, with or without cause.

      e.    This Agreement and the Plan set forth all of the agreements,
            warranties and/or representations between the parties hereto with
            respect to the Units, and there are no other promises, agreements,
            conditions, understandings, warranties or representations, oral or
            written, express or implied, between them with respect to the Units
            other than as set forth herein and therein. Any and all prior
            agreements with respect to the Units are hereby revoked.

      f.    This Agreement shall be construed and enforced in accordance with
            the laws of the State of Ohio.

      g.    This Agreement may be executed in any number of counterparts, each
            of which, when executed, shall be deemed to be an original and all
            of which together shall be deemed to be one and the same instrument.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and Grantee has signed this Agreement, all as of
the date first written above.


                              GIBRALTAR PACKAGING GROUP, INC.


                              By:              /s/  Walter E. Rose
                                         -------------------------------


                              Its:             Chairman
                                         -------------------------------
<PAGE>

                              GRANTEE

                                           /s/  Richard D. Hinrichs
                              ------------------------------------------

                               RICHARD D. HINRICHS



--------------------------------------------------------------------------------