RECITALS:

                                                                   EXHIBIT 10.54



                               AMENDMENT TO LEASE

         This Amendment is made and entered into as of September _, 2001 by and
between Xxxxxxx X. Van Heel ("Lessor") and Ivex Packaging Corporation
("Lessee"). This Amendment replaces the Amendment dated November 2, 1994 by and
between Xxxxxxx X. Van Heel and Ultra Pac, Inc.

                                    RECITALS:

         (Rl) On the 20th day of November 1994, Lessor and Lessee (Ultra Pac,
Inc.) entered into a certain lease (the "Lease") for 55,600 square feet of space
in certain premises commonly known as 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx,
Xxxxxxxxx (the "Premises"). The parties hereby desire to amend the terms of the
Lease.

         NOW, THEREFORE, in consideration of the. foregoing and the mutual
covenants and agreements contained herein, Lessor and Lessee agree as follows:

         1. Purchase Option. Providing Lessee is not in default and providing
that the Lease of the Premises has not terminated, Lessee shall have the option
to purchase the Premises during years three (3) through fifteen (15) of the
lease term or any extended lease term (the "Purchase Option"). The exercise of
this Purchase Option shall be effective only if Lessee has exercised and closed
a similar Purchase Option between the parties hereto for property located at
00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxx. The parties hereby agree that if
Lessee exercises the Purchase Option, the purchase price for the Premises shall
be One Million Four Hundred Ninety Five Thousand and no/100 ($1,495,000.00)
Dollars by cash or certified funds. To exercise the option, Lessee shall notify
Lessor in writing of its intent to exercise the option to purchase. The closing
date must occur prior to the end of the fifteenth (15th) year of the lease term.
Lessor shall convey the premises at closing to Lessee free and clear of all
encumbrances except those caused by Lessee and except any unpaid special
assessments for improvements after the date of this Amendment. Subject to
Section 34 of the Lease, this option does not prevent Lessor from selling or
exchanging the Premises with a third party provided that Lessor's successors
shall be bound by the terms of this Purchase Option.

         2. Ratification. Except as specifically amended hereby, the Lease is
fully ratified and affirmed by Lessor and Lessee.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
above date.

LESSOR:                                           LESSEE:

                                                  Ivex Packaging Corporation

-----------------------                           ---------------------------
Xxxxxxx X. Van Heel                               By: G. Xxxxxxx Xxxxxxxxx
                                                  Its: Vice President
                                                  09/20/01



                     FOURTH AMENDMENT AND EXTENSION TO LEASE


         THIS FOURTH AMENDMENT TO LEASE ("Amendment") is made as of October 15,
2001 by and between Xxxxxx Plastics Center, LLC, a Minnesota limited liability
company ("Lessor"), and Ivex Packaging Corp, a Delaware corporation ("Lessee").

                                    RECITALS

         1. Xxxxxx Plastics Center, LLC is the successor in interest to Xxxxxxx
X. Van Heel, as Lessor, and Ivex Packaging Corp. is the successor in interest to
Ultra Pac, Inc., as Lessee, under that certain Lease Agreement made May 1, 1993
and dated May 28, 1993 ("Lease") by and between Lessor and Lessee for the office
and warehouse building commonly known as 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx,
Xxxxxxxxx ("Premises").

         2. The Lease contains as Exhibit 32.6.1 an Addendum to Lease dated July
23, 1991 that includes a purchase option in favor of Lessee ("Purchase Option").

         3. Lessor and Lessee agreed and acknowledged in the lease that the
Premises contains 58,480 square feet.

         4. The Lease was amended by that certain Second Amendment to Lease
dated November 2, 1994 to modify and change the Purchase Option and was again
amended by that certain Third Amendment to Lease dated September 30, 1998. (The
Lease as amended is referred to herein as the "Lease.")

         5. The initial term of the Lease is to expire December 31, 2001. The
Lease provides that Lessee shall have the right to renew the term for three (3)
years, and Lessee has notified Lessor that Lessee has elected to renew the Lease
for three (3) years.

         6. Lessor and Lessee desire and intend to extend the term of the Lease
and to modify the Purchase Option.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions contained herein, Lessor and Lessee hereby agree to
amend the Lease as follows:

         1. Recitals. The Recitals above are incorporated into this Amendment.

         2. Term. The term of the Lease is hereby renewed and extended such that
the term shall expire January 31, 2010.

         3. Option to Renew. Lessee shall have the option to renew this Lease
for an additional three (3) years ("Renewal Term") by giving Lessor no fewer
than ninety (90) days written notice prior to expiration of the then existing
term of the Lease, except that if Lessee is in default of this Lease as of the
date of notice or as of the date of the expiration of the term ending January
31, 2010, such exercise of the option to renew shall not be in effect in
Lessor's discretion. The Renewal Term shall commence February 1, 2010 and expire
January 31, 2013.

         4. Rent. The rental for the eleventh year of the Lease through the
expiration of the term, including the Renewal Term, shall be determined for each
lease year in the same manner as rent is determined for the seventh through the


tenth years of the Lease as provided in the Addendum to Lease dated July 1,
1991, except as provided by the Third Amendment to Lease, which shall remain in
full force and effect.

         5. Purchase Option. The Purchase Option as provided in the Second
Amendment to Lease is replaced and superseded in its entirety by the following:

            Purchase Option. Providing Lessee is not in default and providing
            that the Lease of the Premises has not terminated, Lessee shall have
            the option during the lease term or during any extension or renewal
            of the lease term to elect to purchase the Premises ("Purchase
            Option"). The exercise of the Purchase Option shall be effective
            only if Lessee has on or prior to the date Lessee elects to exercise
            the Purchase Option, also elected to exercise similar purchase
            options between Lessor and Lessee for the properties located at
            22101 and 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxx ("Other
            Properties"). The parties hereby agree that if Lessee exercises the
            Purchase Option, the purchase price for the Premises shall be One
            Million Five Hundred Seventy One Thousand Nine Hundred Forty Two
            Dollars ($1,571,942.00) by cash or certified funds. To exercise the
            Purchase Option, Lessee shall notify Lessor in writing of its intent
            to exercise the Purchase Option no fewer than 180 days before the
            expiration date of the Lease term, or if Lessee has renewed the
            Lease, no fewer than 180 days before the expiration date of the
            Renewal Term. The closing date shall be the date the Lease is to
            otherwise to expire, or the date the Renewal Term is otherwise to
            expire, as the case may be, and shall be contingent upon Lessor and
            Lessee closing or having closed upon Lessee's purchase of the Other
            Properties. Lessor shall convey the Premises at closing to Lessee
            free and clear of all encumbrances except those caused by Lessee and
            except any unpaid special assessments for improvements after the
            date of this Amendment. Subject to Section 34 of the Lease, this
            option does not prevent Lessor from selling or exchanging the
            Premises with a third party, provided that Lessor's successors shall
            be bound by the terms of this Purchase Option.

         6. Affirmation of Lease. Except as modified herein, Lessor and Lessee
reaffirm all the terms and conditions of the Lease.








         IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as
of the date first written above.

                                                LESSOR:

                                                Xxxxxx Plastics Center, LLC,
                                                a Minnesota limited liability
                                                company

                                                By
                                                  ------------------------------
                                                  Xxxxxxx X. Van Heel
                                                  Its President

                                                LESSEE:

                                                Ivex Packaging Corp., a Delaware
                                                corporation

                                                By
                                                  ------------------------------
                                                Name: G. Xxxxxxx Xxxxxxxxx
                                                Its:  Vice President