Exhibit 4.21

DATED                     21 FEBRUARY                                 2002
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     (1)   THE ROYAL BANK OF SCOTLAND INVOICE DISCOUNTING LIMITED (by its
           agent The Royal Bank of Scotland Commercial Services Limited)

     (2)   NIAGARA LASALLE (UK) LIMITED

     (3)   NIAGARA CORPORATION














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                         THIRD AMENDMENT AGREEMENT
                Relating to an invoice discounting agreement
                     Dated 23 August 1999 (as amended)
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                                 EVERSHEDS
                              115 Colmore Row
                                 Birmingham
                                   B3 3AL
                             Tel: 0121 232 1000
                             Fax: 0121 232 1900








                                  CONTENTS


1          INTERPRETATION...................................................1
2          AMENDMENT........................................................2
3          CONFIRMATIONS....................................................2
4          REPRESENTATIONS..................................................2
5          ACKNOWLEDGEMENT..................................................2
6          MISCELLANEOUS....................................................2

Schedules
1          Amendments to the Invoice Discounting Agreement..................4


THIS AMENDMENT AGREEMENT is made on 21st February 2002

BETWEEN:

(1)          THE ROYAL BANK OF SCOTLAND INVOICE DISCOUNTING LIMITED (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,
             Elmwood Avenue, Feltham, Middlesex, TW13 7WD ("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, 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 Lombard Natwest Discounting Limited ("LND") and
             the Borrower (the "Discounting Agreement") LND agreed to make
             available to the Borrower certain facilities.

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

(C)          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 has agreed to act as RBID's agent in relation to all
             administrative matters under, amongst other things, the
             Discounting Agreement, as amended.

(D)          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").

(E)          The Borrower and RBID have subsequently agreed to certain
             further amendments to the Discounting 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, as amended.

1.2          Interpretation

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

2.           AMENDMENT

             As of and with effect from 31 December 2001, the Discounting
             Agreement shall be amended in accordance with the amendments
             set out in the attached Schedule.

3.           CONFIRMATIONS

3.1          Save as expressly amended by the First and Second Amendments
             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 as so amended,
             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
             First and Second Amendments 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 First and Second
             Amendments and this Amendment Agreement 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 and 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.



                                 SCHEDULE 1


                  Amendments to the Discounting Agreement



With effect on and from 31 December 2001 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 as amended and all references to paragraph numbers are references
to paragraphs of this Schedule.



The existing Clause 12.4.1.2 (Minimum Adjusted Tangible Net Worth)
contained in the Discounting Agreement shall be amended by the replacement
of the figure "(pound)10,000,000" in the final row of column C with the
figure "(pound)8,500,000". 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)8,500,000 on 31 December
2001 and thereafter.




SIGNED AND DELIVERED AS A DEED                  )
on the 21st day of February 2002                )
by THE ROYAL BANK OF SCOTLAND                   )
INVOICE DISCOUNTING LIMITED                     )
(by its agent The Royal Bank of Scotland        )
Commercial Services Limited) acting by          )    /s/ Richard Waldman
its duly appointed Attorney under a power       )    ------------------------
granted on the Thirtieth Day of October 1996    )    (Attorney for and on
in the presence of:-                            )    behalf of The Royal Bank
                                                     of Scotland Commercial
                                                     Services Limited)
                                                     Richard Waldman

Witness Signature      /s/ Robin Daniels
                       ------------------------
Witness Name               Robin Daniels

Address         c/o Royal Bank of Scotland PLC.

79-83 Colmore Row, Birmingham B3 2AP





SIGNED AND DELIVERED AS A DEED              )
on the 21st day of February 2002            )
for and on behalf of NIAGARA LASALLE (UK)   )
LIMITED by                                  )


Anthony John Bagshawe          Director            /s/ Anthony John Bagshawe
---------------------                              --------------------------
(Print Name)                                           (Signature)



Raymond Rozanski               Director/Secretary   /s/ Raymond Rozanski
----------------                                    ------------------------
(Print Name)                                            (Signature)



SIGNED AND DELIVERED AS A DEED                 )
on the 21st day of February 2002               )
for and on behalf of NIAGARA CORPORATION by    )


Raymond Rozanski             Duly authorised    /s/ Raymond Rozanski
----------------             official           -----------------------------
(Print Name)                                        (Signature)