Exhibit 4.31

DATED                23  MARCH 2004
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(1)        THE ROYAL BANK OF SCOTLAND INVOICE DISCOUNTING LIMITED (acting by
           its agent The Royal Bank of Scotland Commercial Services
           Limited)

(2)        NIAGARA LASALLE (UK) LIMITED

(3)        NIAGARA CORPORATION










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                          SEVENTH AMENDMENT AGREEMENT
                 Relating to an invoice discounting agreement
                       Dated 23 August 1999 (as amended)
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                                   CONTENTS


1          INTERPRETATION....................................................3
2          AMENDMENTS     ...................................................5
3          CONFIRMATIONS.....................................................5
4          REPRESENTATIONS...................................................6
5          ACKNOWLEDGEMENT...................................................6
4          MISCELLANEOUS.....................................................5
Schedule
           AMENDMENTS TO THE INVOICE DISCOUNTING AGREEMENT...................6







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THIS AMENDMENT AGREEMENT is made on the 23rd day of March           2004

BETWEEN:

(1)      THE ROYAL BANK OF SCOTLAND INVOICE DISCOUNTING LIMITED (acting by its
         agent The Royal Bank of Scotland Commercial Services Limited), a
         company incorporated in England and Wales with Company Number 943038
         whose registered office is at Smith House, PO Box 50, Elmwood Avenue,
         Feltham, Middlesex, TW13 7QH ("RBID");

(2)      NIAGARA LASALLE (UK) LIMITED a company incorporated in England and
         Wales with Company Number 3725308 and whose registered office is at
         Victoria Steel Works, Bull Lane, Moxley, Wednesbury, West Midlands
         WS10 8RS (the "Borrower"); and

(3)      NIAGARA CORPORATION, a Delaware Corporation whose principal place of
         business is at 667 Madison Avenue, New York, New York 10021, United
         States of America ("Niagara").

WHEREAS:

(A)      Pursuant to an invoice discounting agreement dated 23 August 1999,
         between RBID (in its former name of Lombard NatWest Discounting
         Limited ("LND")) and the Borrower (the "Discounting Agreement"), RBID
         agreed to make available to the Borrower certain invoice discounting
         facilities.

(B)      The Discounting Agreement was amended by (i) a side letter dated 28
         October 1999 between RBID (in its former name of LND) and the
         Borrower (the "First Side Letter"), (ii) a side letter dated 12
         September 2001 addressed by The Royal Bank of Scotland Commercial
         Services Limited (acting as agent for RBID) to the Borrower which was
         accepted by the Borrower on 17 September 2001 (the "Second Side
         Letter").

(C)      The Discounting Agreement was further amended with effect on and from
         30 June 2000 pursuant to an Amendment Agreement dated 11 September
         2000 (the "First Amendment Agreement").

(D)      On 29 December 2000, LND changed its name to RBID and on 1 January
         2001 entered into an agency agreement with The Royal Bank of Scotland
         Commercial Services Limited ("RBSCS") whereby RBSCS agreed to act as
         RBID's agent in relation to all administrative matters under, amongst
         other things, the Discounting Agreement, as amended.

(E)      The Discounting Agreement was further amended with effect on and from
         30 June 2001 pursuant to an Amendment Agreement dated 16 July 2001
         (the "Second Amendment Agreement").

(F)      The Discounting Agreement was further amended with effect on and from
         31 December 2001 pursuant to an Amendment Agreement dated 21 February
         2002 (the "Third Amendment Agreement").

(G)      The Discounting Agreement was further amended with effect on and from
         31 March 2002 pursuant to an Amendment Agreement dated 9 May 2002
         (the "Fourth Amendment Agreement").

(H)      The Discounting Agreement was further amended with effect on and from
         23 August 2002 pursuant to an Amendment Agreement dated 1 November
         2002 (the "Fifth Amendment Agreement").

(I)      The Discounting Agreement was further amended by a side letter dated
         13 May 2003 between RBID and the Borrower (the "Third Side Letter").
         The First Side Letter, the Second Side Letter and the Third Side
         Letter are collectively referred to as the "Side Letters."

(J)      The Discounting Agreement was further amended with effect on and from
         11 August 2003 pursuant to an Amendment Agreement dated the same date
         (the "Sixth Amendment Agreement").

(K)      The Side Letters, the First Amendment Agreement, the Second Amendment
         Agreement, the Third Amendment Agreement, the Fourth Amendment
         Agreement, the Fifth Amendment Agreement and the Sixth Amendment
         Agreement are collectively referred to in this Amendment Agreement as
         the "Prior Amendment Agreements."

(L)      The Borrower and RBID have subsequently agreed to certain further
         amendments to the Discounting Agreement as set out in this Amendment
         Agreement.

NOW IT IS AGREED as follows:

1.       INTERPRETATION

1.1      Definitions

In this Amendment Agreement (except where the context otherwise requires or
there is express provision herein to the contrary) all terms and expressions
used in this Amendment Agreement shall have the meanings given to such terms
and expressions in the Discounting Agreement, save that any references to the
"Discounting Agreement" in this Amendment Agreement shall mean such agreement
as amended by the Prior Amendment Agreements.

1.2      Interpretation

Clause 1.3 of the Discounting Agreement, shall be deemed to be incorporated in
this Amendment Agreement as if set out in full herein, with all necessary
changes.

2        AMENDMENTS

As of and with effect from 31 December 2003, the Discounting Agreement shall
be further amended in accordance with the amendments set out in the Schedule
to this Amendment Agreement.

3        CONFIRMATIONS

3.1      Save as expressly amended by the Prior Amendment Agreements and this
         Amendment Agreement, the Discounting Agreement shall remain in full
         force and effect.

3.2      Each of the parties hereto confirms that, notwithstanding the
         amendment of the Discounting Agreement, each of the Discounting
         Documents to which it is a party remains in full force and effect and
         will continue to secure the obligations of the Borrower under the
         Discounting Agreement, and that, as and from the date of this
         Amendment Agreement, any and all references in each of the
         Discounting Documents to the Discounting Agreement will, where
         applicable, be construed as references to the Discounting Agreement
         as amended by the Prior Amendment Agreements and this Amendment
         Agreement.

3.3      This Amendment Agreement shall be a Discounting Document.

4        REPRESENTATIONS

The Borrower hereby represents and warrants to RBID that, save as expressly
varied or amended by the Prior Amendment Agreements and this Amendment
Agreement, each of the representations and warranties referred to in Clause
11.1 of the Discounting Agreement are correct on the date hereof.

5        ACKNOWLEDGEMENT

Niagara is entering into this Amendment Agreement for the purposes of
acknowledging the variations to the Discounting Agreement as guarantor of the
Borrower's obligations to RBID under the Discounting Agreement but not for any
other purpose.

6        MISCELLANEOUS

6.1      This Amendment Agreement may be executed in several counterparts and
         any single counterpart or set of counterparts, signed in either case
         by all of the parties, shall be deemed to be an original, and all
         taken together shall constitute one and the same instrument.

6.2      This Amendment Agreement shall be governed by and construed in
         accordance with English law.

6.3      The Borrower shall be responsible for, on an indemnity basis, RBID's
         (and any of its advisers') costs including any VAT and disbursements
         incurred in connection with this Amendment Agreement.

IN WITNESS WHEREOF the parties hereto have caused this Amendment Agreement to
be duly executed the day and year first above written.


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                                  SCHEDULE 1


                    Amendments to the Discounting Agreement


With effect on and from 31 December 2003, the Discounting Agreement shall be
further amended as set out in this Schedule. All references in this Schedule
to clause numbers are references to clauses in the Discounting Agreement and
all references to paragraph numbers are references to paragraphs of this
Schedule.


1. The definition of "Adjusted Tangible Net Worth" in Clause 1.1 of the
Discounting Agreement shall be amended by the addition of the following

         a) to the end of the first paragraph of such definition:-

                  "as determined in accordance with GAAP"

         b) to the end of the last paragraph of such definition:-

                  "provided that no such addition, deduction, exclusion or
                  adjustment shall be made if it arises or relates to any
                  event occurring on or prior to 31 December 2003."

2. The existing Clause 12.4.1.2 (Adjusted Tangible Net Worth) contained in the
Discounting Agreement, as amended, shall be amended by the replacement of the
figure "(pound)8,500,000" in the final row of column C with the figure
"(pound)4,600,000". For the avoidance of doubt, the effect of this amendment
is such that the Borrower undertakes to RBID that Adjusted Tangible Net Worth
will not be less than (pound)4,600,000 on 31 December 2003 and thereafter.

3. The first paragraph in the existing Clause 12.4.1.1 contained in the
Discounting Agreement, as amended, shall be deleted in its entirety and
replaced with the following new paragraph:


         The ratio of Consolidated EBITDA to Consolidated Fixed Charges as at
         31 March, 30 June, 30 September and 31 December in each year
         following 2003 shall not be less than 1 to 1. Such ratio shall be
         measured for the 12 months ending on such dates on a rolling basis
         except that such ratio as at 31 March 2004, 30 June 2004 and 30
         September 2004 shall be measured for the 3, 6 and 9 months,
         respectively, ending on such dates. For the avoidance of doubt, the
         first test date for this covenant shall be 31 March 2004.




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SIGNED AND DELIVERED AS A DEED              )
on the 23rd day of March  2004              )
by THE ROYAL BANK OF SCOTLAND               )
INVOICE DISCOUNTING LIMITED                 )
(by its agent The Royal Bank of Scotland    )   /s/ Jeremy Topliss
Commercial Services Limited) acting by      )   ----------------------------
its duly appointed Attorney under a power   )   (Attorney for and on behalf of
granted on the 5th day of December 2002     )   The Royal Bank of Scotland
in the presence of:-                        )   Commercial Services Limited)


Witness Signature: /s/ Thomas James Church
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Witness Name: Thomas James Church
Address: R.B.S. Commercial Services
         3rd Floor, 2 ST. Philips Place
         Birmingham B3 2RB



SIGNED AND DELIVERED AS A DEED              )
on the  23rd  day of March 2004             )
for and on behalf of NIAGARA LASALLE (UK)   )
LIMITED by                                  )


Tarlok Singh                 Director                   /s/ Tarlok Singh
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(Print Name)                                            (Signature)



Michael Scharf               Director/Secretary         /s/ Michael Scharf
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(Print Name)                                            (Signature)






SIGNED AND DELIVERED AS A DEED                )
on the 23rd day of March  2004                )
for and on behalf of NIAGARA CORPORATION by   )


Marc J. Segalman              Duly authorised         /s/ Marc J. Segalman
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(Print Name)                  official                (Signature)