EXHIBIT NO. 10.47

                            NONCOMPETITION AGREEMENT
                            ------------------------


         This Noncompetition Agreement (the "Agreement") is made as of the 1st
day of September, 1999, between JIT MANUFACTURING, INC., a North Carolina
corporation headquartered in Greensboro, North Carolina ("JIT") and GIBRALTAR
PACKAGING GROUP, INC. a Delaware corporation, doing business, either directly or
through one or more subsidiary companies, in North Carolina ("Gibraltar").

                                   WITNESSETH:

         WHEREAS, JIT is purchasing substantially all of the operating assets of
G B Labels, Inc., a Delaware corporation ("GBL") pursuant to the Asset Purchase
Agreement of even date herewith ("Asset Purchase Agreement");

         WHEREAS, GBL is engaged in the business of manufacturing and selling
pressure sensitive flexo printed labels (the "Business");

         WHEREAS, GBL is a wholly owned subsidiary of Gibraltar and Gibraltar
acknowledges it will receive substantial benefits from the transaction
contemplated in the Asset Purchase Agreement;

         WHEREAS, JIT is engaged in the business of manufacturing printed labels
and related services in the Geographic Area (as defined herein) and intends to
expand its services and products into other geographic areas;

         WHEREAS, Gibraltar has agreed to enter into this Agreement in
consideration of the purchase by JIT of substantially all of the assets of GBL
and as a condition to closing the Asset Purchase Agreement;

         WHEREAS, JIT was in part induced to enter into the Asset Purchase
Agreement in consideration of the execution and delivery of this Agreement by
Gibraltar;

         WHEREAS, Gibraltar's execution and delivery of this Agreement is one of
the conditions of JIT's obligation to consummate the Asset Purchase Agreement;

         NOW, THEREFORE, JIT and Gibraltar hereby agree as follows:




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         1. Covenant Not to Compete. For and in consideration of the amounts to
be paid by JIT to Gibraltar pursuant to Section 4 hereunder and other good and
valuable consideration described above, Gibraltar covenants and agrees that for
a period of two (2) years from the date hereof (the "Non-Competition Period"),
Gibraltar will not directly or indirectly, either for Gibraltar or for any other
person, partnership, corporation or company engage in the manufacturing,
marketing, sale, or provision of pressure sensitive flexo labels (hereinafter
all activities set forth in this Section are individually referred to as a
"Covered Activity" and collectively referred to as the "Covered Activities")
with those customers of GBL listed on the attached Exhibit A. The term "engage
in" shall include having any direct or indirect interest in any enterprise,
whether as an officer, director, employee, investor, partner, joint venturer,
sole proprietor, principal, agent, representative, independent contractor,
shareholder, or owner (other than by passive ownership of less than 5% of the
stock or other securities of a publicly held corporation whose stock is traded
on a national securities exchange or in an over-the-counter market).

                  The parties acknowledge and agree that the covenants described
herein were arrived at as a result of arms length bargaining, that the
consideration arrived at herein being paid to Gibraltar in exchange for such
agreement is reasonable and the parties hereby waive the right to assert the
unreasonableness of such restrictions.

         2.       Confidentiality.

         (a)      Gibraltar recognizes and acknowledges that it has been privy
                  to confidential, proprietary and non-public information much
                  of which GBL has agreed to sell to JIT pursuant to the Asset
                  Purchase Agreement and which will be acquired by JIT,
                  including, but not limited to, information relating to GBL's
                  operations, plans and activities, proprietary and trade secret
                  information, and other commercial aspects of the Business
                  ("Confidential Information"). Accordingly, Gibraltar covenants
                  for itself and its officer, director, employees, agents, and
                  consultants that it will hold such Confidential Information in
                  a fiduciary capacity for the benefit of JIT and will not,
                  either directly or indirectly, use for its own benefit or
                  divulge, disclose or communicate such Confidential Information
                  to any person, firm, corporation, association or other entity
                  except with the knowledge and consent of JIT and except for
                  any disclosure made by Gibraltar to Gibraltar's attorneys and
                  accountants or as otherwise may be required by law. Gibraltar
                  shall take all reasonable and appropriate steps to safeguard
                  such Confidential Information against disclosure, misuse, loss
                  or theft.

         (b)      JIT and Gibraltar agree that such Confidential Information to
                  which Gibraltar had or may have access shall not be considered
                  confidential if and to the extent that the information is, or
                  becomes through no fault or action of Gibraltar, published or
                  part of the public domain.

         3. Inducement of Employees and Business Relations. For a period of two
(2) years from the date hereof, Gibraltar shall not, directly or indirectly, (i)
induce, attempt to induce or aid others in inducing an employee of JIT to leave
the employ of JIT or in any way interfere with the

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relationship between JIT and an employee of JIT, or (ii) in connection with the
Business only, induce or attempt to induce any customer, supplier, licensee or
other business relation of JIT to cease doing business with JIT, or in any way
interfere with the relationship between any customer or business relation with
JIT. For a period of two (2) years from the date hereof, JIT shall not, directly
or indirectly, (i) induce, attempt to induce or aid others in inducing an
employee of the Standard Packaging and Printing Corp. subsidiary of Gibraltar
("Standard") to leave the employ of Standard or in any way interfere with the
relationship between Standard and an employee of Standard.

          4. Consideration. As consideration for the agreements of Gibraltar
under Sections 1, 2, and 3 hereinabove, JIT shall pay Gibraltar the sum of One
Thousand Dollars ($1,000.00) payable in cash at closing (the "Noncompete
Payment").

         5. Term. The term of this Agreement shall commence on the date hereof
and terminate on the second anniversary of the date hereof.

         6. Remedies. The parties hereto agree that JIT would suffer irreparable
harm that would not be adequately remedied by money damages from a breach by
Gibraltar of any of the covenants or agreements contained in this Agreement.
Therefore, in the event of the actual or threatened breach by Gibraltar of any
of the provisions of Sections 1, 2 or 3 of this Agreement, JIT or its successors
or assigns may, in addition and supplementary to any other rights and remedies
existing in its favor, apply to any court of law or equity of competent
jurisdiction for specific performance or injunctive relief in order to enforce
or prevent any violation of the provisions of Sections 1, 2, or 3 hereof. In the
event of any alleged breach or violation by Gibraltar of any of the provisions
of Section 1 of this Agreement, the non-competition period described in Section
1 will be tolled until such alleged breach or violation is resolved. Gibraltar
agrees that these restrictions are reasonable. This Section is not intended to
limit in any way the availability of additional equitable or legal relief for
the types of breaches discussed in this Section where circumstances and
applicable legal principles support such relief, nor limit in any way the
availability of any legal or equitable relief for the breach of any other
provisions of this Agreement.

         7. Severability. If any provision or clause of this Agreement, or
portion thereof, shall be held by any court or other tribunal of competent
jurisdiction to be illegal, void or unenforceable in such jurisdiction, the
remainder of such provisions shall not thereby be affected and shall be given
full effect, without regard to the invalid portion. It is the intention of the
parties, and the parties agree that as an essential part of the bargained for
consideration of this Agreement, if any court construes any provision or clause
of this Agreement, or any portion thereof, to be illegal, void or unenforceable
because of the duration of such provision or the area or matter covered thereby,
such court shall reduce the duration, area, or matter of such provision, and in
its reduced form, such provision shall then be enforceable to the greatest
extent permitted by law, and shall be enforced.

         8. Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement and all rights hereunder are personal to
Gibraltar and shall not be assignable by Gibraltar. Any person, firm or
corporation succeeding to the business of JIT by merger, purchase, consolidation
or otherwise may assume by contract or operation of law all obligations of JIT
hereunder


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for which consent of Gibraltar is not required.

         9. No-Waiver. Failure by either JIT or Gibraltar to exercise any remedy
available to either in the event of a default by the other hereunder shall not
be deemed to be a waiver of any other default, or of any repetition of the
initial default.

         10. Amendments. No amendment or modification of this Agreement shall be
deemed effective unless and until executed in writing by both parties hereto.

         11. Governing Law and Choice of Forum. This Agreement shall be deemed
to have been made in Guilford County, North Carolina, regardless of the place
where the parties each in fact execute said instruments and regardless of the
order in which the signatures of the parties shall be affixed hereto, (and
regardless of who is deemed to be the offeror and the offeree); and this
Agreement shall be interpreted and the rights and liabilities of the parties
determined in accordance with the substantive laws of the State of North
Carolina, without giving effect to its choice of law rules; and the parties
consent and agree that any dispute, claim, suit or other legal action arising
out of this Agreement shall only be commenced and prosecuted in North Carolina
State Court or a United States Federal District Court for the Middle District of
North Carolina sitting in Guilford County. The parties agree that this Section
11 is an essential part of the bargained for consideration of this Agreement.

         12. Representation and Warranty. The parties each warrant and represent
to the other that this Agreement is duly authorized and constitutes a valid and
legally binding obligation, enforceable in accordance with its respective terms,
except as such enforcement may be limited by: (i) applicable bankruptcy,
insolvency, fraudulent conveyance, moratorium or other similar laws presently in
effect concerning the enforcement of creditors' rights generally, and (ii) the
effect of rules of law governing the availability of equitable remedies
including, without limitation, injunction and specific performance.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

                                     SELLER:
                                     GIBRALTAR PACKAGING GROUP, INC.

                                     By:   /s/ John W. Lloyd
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                                           John W. Lloyd, Secretary
                                     BUYER:
                                     JIT MANUFACTURING, INC.

                                     By:   /s/ David F. Laughlin
                                        -------------------------------
                                           David F. Laughlin, President