EXHIBIT 10.54


                           MEMORANDUM OF UNDERSTANDING
                           ---------------------------


         THIS MEMORANDUM OF UNDERSTANDING ("Memorandum") is intended to
memorialize the understandings reached by GIBRALTAR PACKAGING GROUP, INC.
("Gibraltar") and JOHN W. LLOYD ("Lloyd") concerning the implementation of a
certain agreement captioned "Further Agreement Concerning Employment" made and
entered into as of January 23, 2000 (the "Further Agreement").

         Section 2(c) of the Further Agreement gives the parties certain rights
with respect to the modification of their respective duties, exercisable at six
month intervals beginning on May 1, 2000.

         As of May 1, 2000, the parties have agreed as follows:


[GRAPHIC]                  That Lloyd's salary shall be reduced to an annual
                  rate of Fifty Two Thousand Six Hundred Ninety-Three Dollars
                  and Ninety-Eight Cents ($52,693.98);

[GRAPHIC]                  That the number of hours Lloyd shall be required to
                  devote to his duties shall be reduced to an average of ten
                  (10) hours per week; and

[GRAPHIC]                  In the event that, during any three month period
                  beginning on May 1, 2000 or on the first day of any subsequent
                  August, November, February or May, Lloyd is required to devote
                  more than one hundred thirty (130) hours to the performance of
                  his duties, Gibraltar will pay additional compensation to
                  Lloyd at the rate of $100.00 per hour for each hour in excess
                  of one hundred thirty (130) spent by Lloyd in the performance
                  of such duties during such three month period.

         Pursuant to paragraph 4(c) of the Further Agreement, the amount of the
severance pay which is currently being paid to Lloyd shall be increased, to the
annual rate of $158,081.94 (without changing the maximum amount described in
paragraph 4(a) of the Further Agreement).

         The parties acknowledge that the implementation of the Further
Agreement, as revised by this Memorandum, has resulted and/or will result in the
following:

[GRAPHIC]                  During the period from November 1, 1999 through April
                  30, 2000, Gibraltar has paid a total of $52,693.98 of
                  severance compensation to Lloyd;

[GRAPHIC]                  In the absence of a further change to the number of
                  hours Lloyd shall be required to devote to his duties, (i)
                  during the period from May 1, 2000 through October 31, 2000,
                  Gibraltar will pay $79,040.97 of severance compensation to
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                  Lloyd, and (ii) during the period from November 1, 2000
                  through April 30, 2001, Gibraltar will pay $26,346.99 of
                  severance compensation to Lloyd; such amounts shall be in
                  addition to the salary described above;

[GRAPHIC]                  After the payments described above, as of April 30,
                  2001, the amount of unpaid severance compensation to which
                  Lloyd will still be entitled to receive at the time of
                  termination of his employment will be $52,693.98.

         This Memorandum has been executed as of this 3rd day of July, 2000, and
it is intended to be effective as of May 1, 2000.


                                            GIBRALTAR PACKAGING GROUP, INC.


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