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                         GIBRALTAR PACKAGING GROUP, INC.

                      1996 NON-QUALIFIED STOCK OPTION PLAN


1.       PURPOSE

         The purpose of the Gibraltar Packaging Group, Inc. 1996 Non-Qualified
Stock Option Plan (the "1996 Plan") is to enhance the ability of Gibraltar
Packaging Group, Inc. (the "Company") and its Subsidiaries (as defined below) to
attract and retain individuals possessing superior managerial talent to serve as
employees of the Company and its Subsidiaries, and to provide long-term
incentives to such persons to contribute to the future success and prosperity of
the Company and its Subsidiaries. Accordingly, under the 1996 Plan the Company
may grant to key employees options ("Options") to purchase shares of the
Company's common stock, par value $.01 per share ("Common Stock").

         For purposes of the 1996 Plan, a "Subsidiary" shall be any corporation
in which the Company has a direct or indirect ownership interest of 50% or more
of the total combined voting power of all classes of stock in such corporation.

2.       ADMINISTRATION AND INTERPRETATION

         A. ADMINISTRATION. The 1996 Plan shall be administered by the
Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board"). The Committee may prescribe, amend and rescind the rules
and regulations for administration of the 1996 Plan and shall have full power
and authority to construe and interpret the 1996 Plan. The Committee may correct
any defect or any omission or reconcile any inconsistency in the 1996 Plan or in
any grant made under the 1996 Plan in the manner and to the extent it shall deem
desirable.

                  Committee members shall be appointed by and shall serve at the
pleasure of the Board. All members of the Committee shall be "disinterested
persons" within the meaning of Rule 16b-3 of the General Rules and Regulations
of the Securities Exchange Act of 1934 (the "1934 Act"). The Board may from time
to time appoint members of the Committee in substitution for or in addition to
members previously appointed and may fill vacancies, however caused, in the
Committee. A majority of the members of the Committee shall constitute a quorum,
and the acts of a majority of the members present at a meeting, or the acts of a
majority of the members evidenced in writing, shall be the acts of the
Committee. Members of the Committee may, in the discretion of the Board, receive
compensation for their services as members, and all expenses and liabilities
they incur in connection with the administration of the 1996 Plan shall be borne
by the Company.



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                  The day-to-day administration of the 1996 Plan may be carried
out by such officers and employees of the Company or its Subsidiaries as shall
be designated from time to time by the Committee. The Committee may employ
attorneys, consultants, accountants, appraisers, brokers or other persons, and
the Committee, the Company and the officers and employees of the Company shall
be entitled to rely upon the advice, opinions or valuations of any such persons.

                  The Committee shall have the authority (i) to make all
decisions concerning Options granted under the 1996 Plan, including without
limitation the selection of the persons to whom Options are granted, the number
of shares of Common Stock subject to each Option and the terms and conditions of
each Option; (ii) to construe the terms and provisions of the 1996 Plan and the
option agreements ("Agreements") under which Options are granted; and (iii) to
adopt, from time to time, such rules and regulations, not inconsistent with the
terms of the 1996 Plan, as it may deem advisable to carry out the 1996 Plan. All
decisions by the Committee shall be final. The effective date of an Option, as
determined by the Committee, is referred to herein as the "Grant Date."

         B.       INTERPRETATION.  The  interpretation  and  construction by the
Committee of any provisions of the 1996 Plan or of any grant under the 1996 Plan
and any  determination  by the  Committee  under any provision of the 1996 Plan 
or any such grant shall be final and conclusive for all purposes.

         C. LIMITATION ON LIABILITY. Neither the Committee nor any member
thereof shall be liable for any act, omission, interpretation, construction or
determination made in connection with the 1996 Plan in good faith, and the
members of the Committee shall be entitled to indemnification and reimbursement
by the Company in respect of any claim, loss, damage or expense (including
counsel fees) arising therefrom to the full extent permitted by law and the
certificate of incorporation of the Company. The members of the Committee, if
appointed, shall be named as insureds under any directors and officers liability
insurance coverage that may be in effect from time to time.

3.       SHARES SUBJECT TO GRANTS UNDER THE 1996 PLAN

         The aggregate number of shares which may be issued under Options
granted under the 1996 Plan shall not exceed 300,000 shares of Common Stock.
Such shares may consist of authorized but unissued shares of Common Stock or
previously issued shares of Common Stock reacquired by the Company. Any of such
shares which remain unissued and which are not subject to outstanding Options at
the termination of the 1996 Plan shall cease to be subject to the 1996 Plan, but
until termination of the 1996 Plan, the Company shall at all times make
available a sufficient number of shares to meet the requirements of the 1996
Plan and the outstanding Options. The number of shares of Common Stock that are
available for Options under the 1996 Plan shall be decreased by each exercise of
an Option, and to the extent that such Option lapses the shares theretofore
subject to such Option may again be subject to other Options granted under the
1996 Plan. If any Option, in whole or in part, expires or terminates unexercised
or is canceled or forfeited, the shares theretofore subject to such Option may
be subject to another Option

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granted under the 1996 Plan. The aggregate number of shares which may be issued 
under Options granted under the 1996 Plan shall be subject to adjustment as 
provided in Section 6 hereof.

4.       ELIGIBILITY

         The individuals who shall be eligible to receive Options under the 1996
Plan shall be such key employees of the Company and its Subsidiaries as the
Committee from time to time shall determine. In granting Options, the Committee
shall take into consideration the contribution an individual has made or may
make to the success of the Company or its Subsidiaries and such other factors as
the Committee shall determine. The Committee shall also have the authority to
consult with and receive recommendations from officers and other employees of
the Company and its Subsidiaries with regard to these matters. In no event shall
any individual or his legal representatives, heirs, legatees, distributees or
successors have any right to participate in the 1996 Plan except to such extent,
if any, as the Committee shall determine.

         Options may be granted under the 1996 Plan from time to time in
substitution for stock options, restricted stock or other stock-based
compensation granted by other corporations where, as a result of a merger or
consolidation of such other corporation with the Company or a Subsidiary, or the
acquisition by the Company or a Subsidiary of the assets of such other
corporation, or the acquisition by the Company or a Subsidiary of stock of, or
other beneficial ownership interest in, such other corporation, the individuals
who held such other stock options, restricted stock or other stock-based
compensation become eligible to receive Options under the 1996 Plan.

5.       GRANTS AND TERMS OF OPTIONS

         A.       GRANTS OF  OPTIONS.  Grants of Options  under the 1996 Plan 
shall be for such number of shares of Common Stock and shall be subject to such 
terms and conditions as the Committee shall designate.

         B. TERMS OF OPTIONS. Each grant of an Option shall be evidenced by an
Agreement executed by the recipient of the Option (the "Optionee") and an
authorized officer of the Company. Each Agreement shall be in a form approved by
the Committee, shall comply with and be subject to the terms and conditions of
the 1996 Plan and may contain such other provisions, consistent with the terms
and conditions of the 1996 Plan, as the Committee shall deem advisable.
References herein to an Agreement shall include, to the extent applicable, any
amendment to the Agreement and any interpretation or construction thereof by the
Committee pursuant to this 1996 Plan.

                  (1) EXERCISE OF OPTIONS. Options shall not be exercisable
         prior to the date six months following the Grant Date. In addition, the
         Committee may include in each Agreement a provision stating that the
         Option granted therein may not be exercised in whole or in part for an
         additional period of time specified in such Agreement, and may 

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         further limit the exercisability of the Option in such manner as the 
         Committee deems appropriate, including, without limitation, the 
         achievement of specified performance goals or other criteria. Except as
         provided herein or as so specified in the Agreement or in a resolution 
         of the Committee, any Option may be exercised in whole at any time or 
         in part from time to time during its term. The Committee may, in its
         discretion, at any time and from time to time accelerate the
         exercisability of all or part of any Option, provided such Option shall
         not be exercisable prior to the date six months following its Grant
         Date. An Optionee may exercise an Option by providing written notice to
         the Company at any time or from time to time during the period such
         Option is exercisable and by satisfying such other conditions as are
         set forth in the Agreement relating to the Option including, without
         limitation, satisfying the requirements for tax withholding, if any,
         with respect to such exercise in a manner acceptable to the Committee,
         which may include, in its discretion, withholding of shares to be
         acquired upon such exercise.

                  (2)      PAYMENT  OF OPTION  EXERCISE  PRICE.  Upon  exercise
         of an  Option,  the full price per share (the "Exercise  Price") for 
         the shares with respect to which the Option is being  exercised shall 
         be payable to the Company (i) in cash or by check payable and 
         acceptable  to the Company or (ii) subject to the  approval  of the  
         Committee,  (a) by  tendering  to the Company  shares of Common  Stock 
         owned by the Optionee  having an  aggregate  Market  Value Per Share 
         (as defined  below) as of the date of exercise and tender  that is not
         greater  than the  Exercise  Price for the shares with  respect to 
         which the Option is being  exercised  and by paying any  remaining  
         amount of the  Exercise  Price as  provided  in (i) above; PROVIDED,  
         HOWEVER,  that the  Committee  may,  upon  confirming  that the  
         Optionee  owns the  number  of additional  shares being  tendered,  
         authorize the issuance of a new  certificate for the number of shares
         being  acquired  pursuant to the exercise of the Option less the number
         of shares being  tendered upon the  exercise,  and return to the 
         Optionee (or not require  surrender of) the  certificate for the shares
         being tendered  upon the  exercise;  or (b) by the Optionee delivering
         to the  Company  a  properly  executed exercise notice  together with  
         irrevocable  instructions  to a broker to promptly  deliver to the 
         Company cash or a check payable and acceptable to the Company to pay 
         the option exercise  price;  PROVIDED that in the event the Optionee  
         chooses to pay the Option exercise as provided in (ii)(b) above,  the 
         Optionee and the broker  shall  comply with such  procedures  and enter
         into such  agreements  of  indemnity  and other agreements  as  the  
         Committee  shall  prescribe  as  a  condition  of  such  payment  
         procedure. Payment instructions will be received subject to collection.

                  (3) NUMBER OF SHARES. Each Agreement shall state the total
         number of shares of Common Stock that is subject to the Option, which
         option shall be subject to adjustment pursuant to Section 6.

                  (4) EXERCISE PRICE. The Exercise Price for each Option shall
         be fixed by the Committee on the Grant Date. The Exercise Price shall
         be in no event less than the par value of the Common Stock. The
         Exercise Price shall be subject to adjustment pursuant to Section 6.

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                  (5) TERM. The term of each Option shall be determined by the
         Committee at the Grant Date; PROVIDED, HOWEVER, that each Option shall
         expire no later than ten years from the Grant Date (such date, as
         determined by the Committee or provided for herein, being referred to
         hereafter as the "Expiration time"); provided further, however, if the
         initial term of an Option is for less than 10 years, the Committee, in
         its discretion, may modify the Expiration Time to a date that is no
         later than 10 years from the initial Grant Date.

                  (6) TERMINATION OF EMPLOYMENT. If the employment of an
         Optionee is terminated for any reason other than a Qualified
         Termination (defined below), the Option granted to such Optionee shall
         automatically expire simultaneously with such termination. In the event
         of termination of an Optionee's employment due to death, retirement, on
         or after reaching age 65 (or if prior to age 65, with the consent of
         the Committee), permanent disability (as determined under the standards
         of the Company's long-term disability program) or termination by the
         Company for any reason other than "cause" (each of such four events
         being a "Qualified Termination"), the Option may be exercised by the
         Optionee (or his estate, personal representative or beneficiary) at any
         time within the three-month period commencing on the day next following
         such Qualified Termination (or within the next succeeding three months
         if the Optionee dies or becomes disabled within the three-month period
         following a Qualified Termination relating to other than the Optionee's
         death or disability) to the full extent that the Optionee was entitled
         to exercise the same on the day immediately prior to such Qualified
         Termination. For purposes of this clause, "cause" shall mean:

                           (i) Final conviction of the Optionee 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 the Optionee at the expense of
                  the Company;

                           (ii) Participation by the Optionee as an employee,
                  officer or principal shareholder in any business engaged in
                  activities in direct competition with the Company without the
                  consent of the Company; or

                           (iii) Gross and willful inattention to Optionee's
                  duties as an employee for a continuous period of three months
                  other than due to Optionee's total physical disability, or
                  other cause reasonably beyond the control of Optionee, which
                  inattention to duty has a material adverse effect on the
                  Company.

                           Notwithstanding the foregoing however, the Committee
         may, in its discretion provide that an Option shall remain outstanding
         and be exercisable following termination of employment on such other
         terms and conditions as the Committee shall approve.

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6.       RECAPITALIZATION OR REORGANIZATION

         A. The existence of the 1996 Plan and the Options granted hereunder
shall not affect in any way the right or power of the Board or the shareholders
of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of bonds,
debentures, or shares of preferred stock ahead of or affecting Common Stock or
the rights thereof, the dissolution or liquidation of the Company or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding.

         B. The shares with respect to which Options may be granted are shares
of Common Stock as presently constituted. If, and whenever, prior to the
termination of the 1996 Plan or the expiration of an outstanding Option, the
Company shall effect a subdivision of shares of Common Stock or the payment of a
stock dividend on Common Stock without receipt of consideration by the Company,
the remaining shares of Common Stock available under the 1996 Plan and the
number of shares of Common Stock with respect to which outstanding Options may
thereafter be exercised shall be proportionately increased, and the Exercise
Price under outstanding Options shall be proportionately reduced. If, and
whenever, prior to the termination of the 1996 Plan or the expiration of an
outstanding Option, the Company shall effect a consolidation of shares of Common
Stock, the remaining shares of Common Stock available under the 1996 Plan and
the number of shares of Common Stock with respect to which any outstanding
Option may thereafter be exercised shall be proportionately reduced, and the
Exercise Price under the outstanding Options shall be proportionately increased.

         C. Except as may otherwise be expressly provided in the 1996 Plan, the
issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class, for cash, property, labor or
services, upon direct sale, upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, and in any case whether or not for fair
value, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock available under the 1996 Plan
or subject to Options theretofore granted or the Exercise Price per share.

         D.       Unless otherwise  provided in any Option,  each outstanding 
Option shall become immediately fully exercisable:

                (1) 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;

                (2) 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 

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approved merger, consolidation, reorganization, liquidation or dissolution is 
subsequently abandoned); or

                (3) 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).

        E.      Any adjustment provided for above shall be subject to any 
required shareholder action.

7.      RECIPIENT'S AGREEMENT

        If, in the opinion of counsel for the Company, at the time of the
exercise of any Option it is necessary or desirable, in order to comply with any
then applicable laws or regulations relating to the sale of securities, for the
individual exercising the Option to agree to hold any shares issued to the
individual for investment and without intention to resell or distribute the same
and for the individual to agree to dispose of such shares only in compliance
with such laws and regulations, the individual shall be required, upon the
request of the Company, to execute and deliver to the Company a further
agreement to such effect.

8.      MISCELLANEOUS

        A.      NO EMPLOYMENT  CONTRACT.  Nothing  contained in the 1996 Plan 
shall be construed as conferring upon any employee the right to continue in the 
employ of the Company or any Subsidiary.

        B.      EMPLOYMENT  WITH  SUBSIDIARIES.  Employment  by the Company for 
the purpose of this 1996 Plan shall be deemed to include  employment  by, and to
continue  during any period in which an employee is in the  employment of, any 
Subsidiary.

        C. NO RIGHTS AS A SHAREHOLDER. A person granted an Option under the 1996
Plan shall have no rights as a shareholder with respect to shares covered by
such person's Option until the date of the issuance of shares to the person upon
the exercise of the Option. No adjustment will be made for dividends or other
distributions or rights for which the record date is prior to the date of such
issuance.

        D. NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the 1996
Plan shall be construed to prevent the Company or any Subsidiary from taking any
corporate action that is deemed by the Company or such Subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the 1996 Plan or any Option granted under the 1996 Plan. No
person that receives, or is eligible to receive, Options under the 1996 Plan
shall have any claim against the Company or any Subsidiary as a result of any
such action.
        E.      NON-ASSIGNABILITY.  Neither a person that  receives  Options  
under the 1996 Plan nor such person's beneficiary shall have the power or right 
to sell,  exchange,  pledge,  transfer,  assign 


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or otherwise  encumber or dispose of such  person's  or  beneficiary's  Options 
received  under the 1996 Plan  except by will or the laws of intestate  
succession;  and to the  extent  any such  Option  received  under the 1996 Plan
is  awarded to a spouse pursuant to any divorce  proceeding,  such interest 
shall be deemed to be terminated and forfeited  notwithstanding any vesting 
provisions or other terms herein or in the Agreement evidencing such Option.

        F. GOVERNING LAW; CONSTRUCTION. All rights and obligations under the
1996 Plan shall be governed by, and the 1996 Plan shall be construed in
accordance with, the laws of the State of Delaware without regard to the
principles of conflicts of laws. Titles and headings to Sections herein are for
purposes of reference only, and shall in no way limit, define or otherwise
affect the meaning or interpretation of any provisions of the 1996 Plan.

        G. AMENDMENT AND TERMINATION. The Committee may from time to time and at
any time alter, amend, suspend, discontinue or terminate this 1996 Plan and any
grants of Options hereunder. The 1996 Plan shall terminate on the tenth
anniversary date of the effective date of the 1996 Plan and no Options shall be
awarded after such date.

        H. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS. Anything in the 1996
Plan or any Agreement to the contrary notwithstanding, if, at any time specified
herein or therein for the making of any determination or the taking of any
action, any law, regulation or requirements of any governmental authority having
jurisdiction in the premises shall require the Company to take any additional
action not otherwise required by the 1996 Plan or an Agreement in connection
with any such determination or action, the making of such determination or the
taking of such action, as the case may be, shall be deferred until such
additional action shall have been taken.

        I.      EFFECTIVE  DATE.  The 1996 Plan was adopted by the Board on 
August 1,  1996, and shall be deemed to have become effective on that date.