EXHIBIT 10.1


                            EMPLOYMENT AGREEMENT 

  
           THIS AGREEMENT by and among Niagara Corporation, a Delaware
 corporation (the "Company"), Niagara LaSalle Corporation, a Delaware
 corporation and a wholly owned subsidiary of the Company ("Niagara
 LaSalle"), and Michael Scharf (the "Executive"), dated as of the first day
 of January, 1999. 
  
  
                            W I T N E S S E T H 
  
           WHEREAS, the Executive serves the Company as its Chairman, Chief
 Executive Officer and President and serves Niagara LaSalle as its Chairman;
 and 
  
           WHEREAS, the Company wishes to provide for the continued
 employment by the Company of the Executive, and the Executive wishes to
 continue to serve the Company, on the terms and conditions set forth in
 this Agreement; 
  
           NOW, THEREFORE, it is hereby agreed as follows: 
  
           1.  EMPLOYMENT PERIOD.  The Company shall employ the Executive,
 and the Executive shall serve the Company, on the terms and conditions set
 forth in this Agreement, for the period beginning on the date hereof (the
 "Effective Date") and ending on the fifth anniversary of the Effective Date
 (together with any extensions made pursuant to this Section 1, the
 "Employment Period").  Commencing on the third anniversary of the Effective
 Date and each subsequent anniversary thereof (each of such third and
 subsequent anniversaries, an "Extension Date"), the term of this Agreement
 shall automatically be extended for one additional year unless, at least
 three months prior to the applicable Extension Date, the Company or the
 Executive shall have given notice not to extend this Agreement.
  
           2.  POSITION AND DUTIES.  (a)  During the Employment Period, the
 Executive shall continue to serve the Company as its Chairman, Chief
 Executive Officer and President and shall serve Niagara LaSalle as its
 Chairman and Chief Executive Officer; in each case with such duties and
 responsibilities as are consistent with past practice and are customarily
 assigned to such positions, and such other duties and responsibilities not
 inconsistent therewith as may from time to time be assigned to him by the
 Board of Directors of the Company (the "Board") or the Board of Directors
 of Niagara LaSalle, as applicable. 
  
           (b)  During the Employment Period, and excluding any periods of
 vacation and sick leave to which the Executive is entitled, the Executive
 shall devote reasonable attention and time during normal business hours to
 the business and affairs of the Company and, to the extent necessary to
 discharge the responsibilities assigned to the Executive under this
 Agreement, use the Executive's reasonable best efforts to carry out such
 responsibilities faithfully and efficiently.  It shall not be considered a
 violation of the foregoing for the Executive to pursue his other business
 interests or to serve on corporate, industry, civic or charitable boards or
 committees, so long as such activities do not significantly interfere with
 the performance of the Executive's responsibilities as an employee of the
 Company in accordance with this Agreement. 
  
           (c)  The Company's headquarters shall be located in New York, New
 York, and the Executive shall be based primarily in New York, New York (or
 such other location as may be approved by the Board and the Executive),
 except for such reasonable travel obligations as do not materially exceed
 the Executive's present travel obligations. 
  
           3.  COMPENSATION.  (a)  BASE SALARY.  During the Employment
 Period, the Company shall pay the Executive a base salary at the annual
 rate of not less than $480,000, subject to increase by the Board if
 warranted by the Company's growth during such period  ("Annual Base
 Salary").  Annual Base Salary shall be payable in accordance with the
 Company's regular payroll practice for its senior executives, as in effect
 from time to time.  Any increase in the Annual Base Salary shall not limit
 or reduce any other obligation of the Company under this Agreement.  The
 Annual Base Salary shall not be reduced after any such increase, and the
 term "Annual Base Salary" shall thereafter refer to the Annual Base Salary
 as so increased.
  
           (b)  ANNUAL BONUS.  With respect to each of the Company's fiscal
 years occurring during the Employment Period, the Company shall, subject to
 the immediately following sentence, pay the Executive an annual bonus, in
 cash (the "Annual  Bonus"), equal in amount to 50 % of Annual Base Salary,
 as in effect on the first day of the Company's fiscal year with respect to
 which the Annual Bonus is paid (the "Target Bonus"), based upon achievement
 by the Company of an EBITDA target approved by the Compensation Committee
 of the Board (the "Committee") for such year, and increasing by 1 % of such
 Annual Base Salary for each 1% increment in EBITDA in excess of such
 target.  The EBITDA target shall be based on operations existing at the
 time the target is approved, but the target may be amended by the
 Compensation Committee based upon corporate acquisitions or dispositions,
 or other relevant factors.  The Company shall seek the approval of its
 shareholders for the Annual Bonus during the Employment Period  at its
 annual shareholders' meeting following the execution of this Agreement, and
 the Annual Bonus shall be paid only if such approval is obtained.  If such
 approval is not obtained, the Company and the Executive shall negotiate in
 good faith to structure an alternative incentive compensation arrangement
 to fairly compensate the Executive.  For purposes of this Agreement, EBITDA
 shall mean the Company's earnings before interest, taxes, depreciation and
 amortization, as determined in accordance with the Company's audited
 financial statements.
  
           (c)  STOCK OPTIONS.  During the Employment Period,  the Executive
 shall receive annual grants of stock options pursuant to a stock option
 plan of the Company, in such amount as the Committee may in its discretion
 determine.
  
           (d)  SERP.  Commencing on the first day of the month following
 the month in which the Executive's employment with the Company and Niagara
 LaSalle terminates for any reason, the Executive shall be entitled to
 receive retirement income in an annual amount equal to the product of (1)
 the Executive's Final Average Pay, (2) (subject to Section 5(a)(ii)), the
 number of years, including fractional parts thereof, of the Executive's
 service with the Company and (3) 2.5 %.  Such retirement income shall be
 paid to the Executive during his lifetime and, upon his death, an amount
 equal to 50 % of such retirement income shall be paid to his surviving
 spouse during her lifetime.  For purposes of the SERP, Final Average Pay
 shall mean the average of Executive's combined Annual Base Salary and
 Annual Bonus for the three consecutive years during the ten years
 immediately preceding the year in which occurs the Executive's termination
 of employment during which such average is highest.
  
           (e)  MEDICAL COVERAGE.  The Executive and his spouse and their
 dependent children shall be entitled to receive health, medical, dental and
 hospitalization coverage on a basis at least as favorable (on an after-tax
 basis) as is provided to such persons on the date hereof, such coverage to
 be provided during the Employment Period and, with respect to the Executive
 and his surviving spouse, during each of their lifetimes, and, with respect
 to their dependent children, for such period as coverage is permitted under
 the terms of the Company's insurance policy as in effect on the date
 hereof. 
  
           (f)  FRINGE BENEFITS.  During the Employment Period, the
 Executive shall be entitled to receive six weeks' paid vacation each year
 and paid holidays, each in accordance with past practice; Company
 automobile, payment of private club membership fees and dues and any other
 currently provided fringe benefits in accordance with past practice; and
 individual tax advice and other financial planning services not to exceed 
 in the aggregate an annual amount of $25,000.
  
           (g)  OTHER BENEFITS.  During the Employment Period the Executive
 shall be entitled to participate in all other employee benefit  plans,
 practices, policies and programs of the Company on a basis at least as
 favorable as any other executive of the Company.
  
           4.  TERMINATION OF EMPLOYMENT.  (a)  DEATH OR DISABILITY.  The
 Executive's employment shall terminate automatically upon the Executive's
 death during the Employment Period.  The Company shall be entitled to
 terminate the Executive's employment because of the Executive's Disability
 during the Employment Period.  "Disability" means that (i) the Executive
 has been unable, for the period specified in the Company's disability plan
 for senior executives, but not less than a period of 180 consecutive
 business days, to perform the Executive's duties under this Agreement, as a
 result of physical or mental illness or injury, and (ii) a physician
 selected by the Company or its insurers, and reasonably acceptable to the
 Executive or the Executive's legal representative, has determined that the
 Executive is disabled within the meaning of the applicable disability plan
 for senior executives.  A termination of the Executive's employment by the
 Company for Disability shall be communicated to the Executive by written
 notice, and shall be effective on the 30th day after receipt of such notice
 by the Executive (the "Disability Effective Date"), unless the Executive
 returns to full-time performance of the Executive's duties before the
 Disability Effective Date.
  
           (b)  TERMINATION BY THE COMPANY.  (i) the Company may terminate
 the Executive's employment during the Employment Period for Cause or
 without Cause.  "Cause" means the conviction of the Executive for the
 commission of a felony, or willful gross misconduct by the Executive in
 connection with his employment by the Company, in either case that results
 in material and demonstrable financial harm to the Company.  No act or
 failure to act on the part of the Executive shall be considered "willful"
 unless it is done, or omitted to be done, by the Executive in bad faith or
 without reasonable belief that the Executive's action or omission was in
 the best interests of the Company.  Any act or failure to act that is based
 upon authority given pursuant to a resolution duly adopted by the Board, or
 the advice of counsel for the Company, shall be conclusively presumed to be
 done, or omitted to be done, by the Executive in good faith and in the best
 interests of the Company.  In the event of a dispute concerning the
 application of this provision, no claim by the Company that Cause exists
 shall be given effect unless the Company establishes to the Board by clear
 and convincing evidence that Cause exists.
  
           (ii)  A termination of the Executive's employment for Cause shall
 be not be effective unless it is accomplished in accordance with the
 following procedures.  The Company shall give the Executive written notice
 ("Notice of Termination for Cause") of its intention to terminate the
 Executive's employment for Cause, setting forth in reasonable detail the
 specific conduct of the Executive that it considers to constitute Cause and
 the specific provisions of this Agreement on which it relies, and stating
 the date, time and place of the Special Board Meeting for Cause.  The
 "Special Board Meeting for Cause" means a meeting of the Board called and
 held specifically and exclusively for the purpose of considering the
 Executive's termination for Cause, that takes place not less than twenty
 nor more than thirty business days after the Executive receives the Notice
 of Termination for Cause.  The Executive shall be given an opportunity,
 together with counsel, to be heard at the Special Board Meeting for Cause. 
 The Executive's termination for Cause shall be effective when and if a
 resolution is duly adopted at the Special Board Meeting for Cause by
 affirmative vote of two-thirds of the entire membership of the Board
 stating that, in the good faith opinion of the Board, the Executive is
 guilty of the conduct described in the Notice of Termination for Cause and
 that such conduct constitutes Cause under this Agreement.
  
           (c)  GOOD REASON.  (i)  The Executive may terminate employment
 for Good Reason or without Good Reason.  For purposes of this Agreement,
 "Good Reason" shall mean any material breach of this Agreement by the
 Company that is not remedied by the Company promptly after receipt of
 notice thereof from the Executive.
  
           (ii)  A termination of employment by the Executive for Good
 Reason shall be effectuated by giving the Company written notice ("Notice
 of Termination for Good Reason") of the termination, setting forth in
 reasonable detail the specific conduct of the Company that constitutes Good
 Reason and the specific provision(s) of this Agreement on which the
 Executive relies.  A termination of employment by the Executive for Good
 Reason shall be effective on the fifth business day following the date when
 the Notice of Termination for Good Reason is given, unless the notice sets
 forth a later date (which date shall in no event be later than 30 days
 after the notice is given).
  
           (iii)  The failure to set forth any fact or circumstance in a
 Notice of Termination for Good Reason shall not constitute a waiver of the
 right to assert, and shall not preclude the party giving notice from
 asserting, such fact or circumstance in an attempt to enforce any right
 under or provision of this Agreement.
  
           (iv)  A termination of the Executive's employment by the
 Executive without Good Reason shall be effected by giving the Company
 written notice of the termination.
  
           (d)  DATE OF TERMINATION.  The "Date of Termination" means the
 date of the Executive's death, the Disability Effective Date, the date on
 which the termination of the Executive's employment by the Company for
 Cause or without Cause or by the Executive for Good Reason is effective, or
 the date on which the Executive gives the Company notice of a termination
 of employment without Good Reason, as the case may be.
  
           5.  OBLIGATIONS OF THE COMPANY UPON TERMINATION.  (a)  OTHER THAN
 FOR CAUSE, DEATH OR DISABILITY, OR FOR GOOD REASON.  If, during the
 Employment Period, the Company terminates the Executive's employment for
 any reason other than Cause, death or Disability, or the Executive
 terminates employment for Good Reason, the Company shall
  
           (i)  pay to the Executive, in a lump sum in cash, within five
 business days after the Date of Termination, (A) an amount equal to the
 product of (1) the greater of three and the number of years, including
 fractional parts thereof, remaining until the date on which the Employment
 Period would have ended had the termination of the Executive's employment
 hereunder not been terminated (such number, the "Severance Multiple"), and
 (2) the sum of the Executive's then current Annual Base Salary (without
 giving effect to reductions thereto) and the average Annual Bonus earned in
 respect of  the three years preceding the Date of Termination or, if
 greater, the Target Bonus for the year in which occurs the Date of
 Termination; and (B) the Accrued Obligations (as defined in paragraph (b)
 of this Section); and  

           (ii)  provide additional years of service credit under the SERP
 equal in number  to the Severance Multiple; and
  
           (iii)  shall continue to provide life insurance benefits to the
 Executive, for a period of years equal in number to the Severance Multiple,
 at least equal to those provided to the Executive prior to the events
 giving rise to the Executive's termination of employment; and
  
           (iv)  take all actions necessary to cause all of the Executive's
 outstanding equity awards, to the extent then forfeitable, to immediately
 and fully vest and, to the extent then not exercisable, to become
 immediately and fully exercisable, and any posttermination exercise period
 associated with such awards to commence on the anniversary of the Date of
 Termination equal in number to the Severance Multiple;
 and the Company shall have no further obligations under this Agreement,
 except as specified in Section 6 below. 
  
           (b)  DEATH AND DISABILITY.  If the Executive's employment is
 terminated by reason of the Executive's death or Disability during the
 Employment Period, the Company shall pay to the Executive or, in the case
 of the Executive's death, to the Executive's designated beneficiaries (or,
 if there is no such beneficiary, to the Executive's estate or legal
 representative), in a lump sum in cash within 30 days after the Date of
 Termination, the sum of the following amounts (the "Accrued Obligations"):
 (1) any portion of the Executive's Annual Base Salary through the Date of
 Termination that has not yet been paid; (2) an amount equal to the product
 of (A) the Target Bonus that the Executive would have been eligible to earn
 for the year during which such termination occurs, and (B) a fraction, the
 numerator of which is the number of days in such year through the Date of
 Termination, and the denominator of which is 365; and (3) all compensation
 and benefits payable to the Executive under the terms of the Company's
 compensation and benefit plans, programs or arrangements as in effect
 immediately prior to the Date of Termination.
  
           (c)  BY THE COMPANY FOR CAUSE; BY THE EXECUTIVE OTHER THAN FOR
 GOOD REASON.  If the Executive's employment is terminated by the Company
 for Cause or the Executive voluntarily terminates employment, other than
 for Good Reason, during the Employment Period, the Company shall pay to the
 Executive in a lump sum in cash within 30 days of the Date of Termination,
 (1) any portion of the Executive's Annual Base Salary through the Date of
 Termination that has not been paid; and (2) all compensation and benefits
 payable to the Executive under the terms of the Company's compensation and
 benefit plans, programs or arrangements as in effect immediately prior to
 the Date of Termination.
  
           (d)  (i)  In the event that any payment or benefit received or to
 be received by the Executive pursuant to the terms of this agreement (the
 "Contract Payments") or of any other plan, arrangement or agreement of the
 Company (or any affiliate) ("Other Payments" and, together with the
 Contract Payments, the "Payments") would be subject to the excise tax (the
 "Excise Tax") imposed by section 4999 of the Internal Revenue Code of 1986,
 as amended (the "Code") as determined as provided below, the Company shall
 pay to the Executive, at the time specified in Section 5(d)(ii) below, an
 additional amount (the "Gross-Up Payment") such that the net amount
 retained by the Executive, after deduction of the Excise Tax on the
 Payments and any federal, state and local income and employment tax and the
 Excise Tax upon the Gross-Up Payment, and any interest, penalties or
 additions to tax payable by the Executive with respect thereto, shall be
 equal to the total present value (using the applicable federal rate (as
 defined in section 1274(d) of the Code in such calculation) of the Payments
 at the time such Payments are to be made.  For purposes of determining
 whether any of the Payments will be subject to the Excise Tax and the
 amounts of such Excise Tax, (1) the total amount of the Payments shall be
 treated as "parachute payments" within the meaning of section 280G(b)(2) of
 the Code, and all "excess parachute payments" within the meaning of section
 280G(b)(1) of the Code shall be treated as subject to the Excise Tax,
 except to the extent that, in the opinion of the Company's independent
 auditor (the "Auditor"), a Payment (in whole or in part) does not
 constitute a "parachute payment" within the meaning of section 280G(b)(2)
 of the Code, or such "excess parachute payments" (in whole or in part) are
 not subject to the Excise Tax, (2) the amount of the Payments that shall be
 treated as subject to the Excise Tax shall be equal to the lesser of (A)
 the total amount of the Payments or (B) the amount of "excess parachute
 payments" within the meaning of section 280G(b)(1) of the Code (after
 applying clause (1) hereof), and (3) the value of any noncash benefits or
 any deferred payment or benefit shall be determined by the Auditor in
 accordance with the principles of sections 280G(d)(3) and (4) of the Code. 
 For purposes of determining the amount of the Gross-Up Payment, the
 Executive shall be deemed to pay federal income taxes at the highest
 marginal rate of federal income taxation applicable to individuals in the
 calendar year in which the Gross-Up Payment is to be made and state and
 local income taxes at the highest marginal rates of taxation applicable to
 individuals as are in effect in the state and locality of the Executive's
 residence in the calendar year in which the Gross-Up Payment is to be made,
 net of the maximum reduction in federal income taxes that can be obtained
 from deduction of such state and local taxes, taking into account any
 limitations applicable to individuals subject to federal income tax at the
 highest marginal rates.
  
           (ii)  The Gross-Up Payments provided for in Section 5(d)(i)
 hereof shall be made upon the earlier of (i) ten days following termination
 of the Executive's employment or (ii) the imposition upon the Executive or
 payment by the Executive of any Excise Tax.
  
           (iii)  If it is established pursuant to a final determination of
 a court or an Internal Revenue Service proceeding or the opinion of the
 Auditor that the Excise Tax is less than the amount taken into account
 under Section 5(d)(i) hereof, the Executive shall repay to the Company
 within thirty (30) days of the Executive's receipt of notice of such final
 determination or opinion the portion of the Gross-Up Payment attributable
 to such reduction (plus the portion of the Gross-Up Payment attributable to
 the Excise Tax and federal, state and local income and employment tax
 imposed on the Gross-Up Payment being repaid by the Executive if such
 repayment results in a reduction in Excise Tax or a federal, state and
 local income and employment tax deduction) plus any interest received by
 the Executive on the amount of such repayment.  If it is established
 pursuant to a final determination of a court or an Internal Revenue Service
 proceeding or the opinion of the Auditor that the Excise Tax exceeds the
 amount taken into account hereunder (including by reason of any payment the
 existence or amount of which cannot be determined at the time of the Gross-
 Up Payment), the Company shall make an additional Gross-Up Payment in
 respect of such excess within thirty (30) days of the Company's receipt of
 notice of such final determination or opinion.
  
           (iv)  In the event of any change in, or further interpretation
 of, sections 280G or 4999 of the Code and the regulations promulgated
 thereunder, the Executive shall be entitled, by written notice to the
 Company, to request an opinion of the Auditor regarding the application of
 such change to any of the foregoing, and the Company shall use its best
 efforts to cause such opinion to be rendered as promptly as practicable. 
 All fees and expenses of the Auditor incurred in connection with this
 agreement shall be borne by the Company.
  
           6.  NON-EXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall
 prevent or limit the Executive's continuing or future participation in any
 plan, program, policy or practice provided by the Company or any of its
 affiliated companies for which the Executive may qualify, nor shall
 anything in this Agreement limit or otherwise affect such rights as the
 Executive may have under any contract or agreement with the Company or any
 of its affiliated companies.  Vested benefits and other amounts that the
 Executive is otherwise entitled to receive under any plan, policy, practice
 or program of, or any contract of agreement with, the Company or any of its
 affiliated companies on or after the Date of Termination shall be payable
 in accordance with the terms of each such plan, policy, practice, program,
 contract or agreement, as the case may be, except as explicitly modified by
 this Agreement.
  
           7.  FULL SETTLEMENT.  The Company's obligation to make the
 payments provided for in, and otherwise to perform its obligations under,
 this Agreement shall not be affected by any set-off, counterclaim,
 recoupment, defense or other claim, right or action that the Company may
 have against the Executive or others.  In no event shall the Executive be
 obligated to seek other employment or take any other action by way of
 mitigation of the amounts payable to the Executive under any of the
 provisions of this Agreement and such amounts shall not be reduced,
 regardless of whether the Executive obtains other employment.
  
           8.  CONFIDENTIAL INFORMATION.  The Executive shall hold in a
 fiduciary capacity for the benefit of the Company all secret or
 confidential information, knowledge or data relating to the Company or any
 of its affiliated companies and their respective businesses that the
 Executive obtains during the Executive's employment by the Company or any
 of its affiliated companies and that is not public knowledge (other than as
 a result of the Executive's violation of this Section 8) ("Confidential
 Information").  The Executive shall not communicate, divulge or disseminate
 Confidential Information at any time during or after the Executive's
 employment with the Company, except with the prior written consent of the
 Company or as otherwise required by law or legal process.
  
           9.  ATTORNEYS' FEES.  The Company agrees to pay, as incurred, to
 the fullest extent permitted by law, all legal fees and expenses that the
 Executive may incur in good faith as a result of any contest (regardless of
 the outcome) by the Company, the Executive or others of the validity or
 enforceability of or liability under, or otherwise involving, any provision
 of this Agreement, together with interest on any delayed payment at the
 applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.
  
           10.  SUCCESSORS; JOINT OBLIGORS.  (a)  This Agreement is personal
 to the Executive and, without the prior written consent of the Company,
 shall not be assignable by the Executive otherwise than by will or the laws
 of descent and distribution.  This Agreement shall inure to the benefit of
 and be enforceable by the Executive's legal representatives.
  
           (b)  This Agreement shall inure to the benefit of and be binding
 upon the Company and its successors and assigns.
  
           (c)  The Company shall require any successor (whether direct or
 indirect, by purchase, merger, consolidation or otherwise) to all or
 substantially all of the business and/or assets of the Company expressly to
 assume and agree to perform this Agreement in the same manner and to the
 same extent that the Company would have been required to perform it if no
 such succession had taken place.  As used in this Agreement, "the Company"
 shall mean both the Company as defined above and any such successor that
 assumes and agrees to perform this Agreement, by operation of law or
 otherwise.
  
           (d)  The Company and Niagara LaSalle shall be jointly and
 severally liable to the Executive for all obligations hereunder.
  
           11.  MISCELLANEOUS.  (a)  This Agreement shall be governed by,
 and construed in accordance with, the laws of the State of New York,
 without reference to principles of conflict of laws.  The captions of this
 Agreement are not part of the provisions hereof and shall have no force or
 effect.  This Agreement may not be amended or modified except by a written
 agreement executed by the parties hereto or their respective successors and
 legal representatives.
  
           (b)  All notices and other communications under this Agreement
 shall be in writing and shall be given by hand delivery to the other party
 or by registered or certified mail, return receipt requested, postage
 prepaid, addressed as follows:
  
                     If to the Executive: 
  
                     __________________ 
                     __________________ 
                     __________________ 

  
                     If to the Company: 
  
                     __________________ 
  
 or to such other address as either party furnishes to the other in writing
 in accordance with this paragraph (b) of Section 11.  Notices and
 communications shall be effective when actually received by the addressee. 
  
           (c)  The invalidity or unenforceability of any provision of this
 Agreement shall not affect the validity or enforceability of any other
 provision of this Agreement.  If any provision of this Agreement shall be
 held invalid or unenforceable in part, the remaining portion of such
 provision, together with all other provisions of this Agreement, shall
 remain valid and enforceable and continue in full force and effect to the
 fullest extent consistent with law.
  
           (d)  Notwithstanding any other provision of this Agreement, the
 Company may withhold from amounts payable under this Agreement all federal,
 state, local and foreign taxes that are required to be withheld by
 applicable laws or regulations.
  
           (e)  The Executive's or the Company's failure to insist upon
 strict compliance with any provisions of, or to assert, any right under,
 this Agreement (including, without limitation, the right of the Executive
 to terminate employment for Good Reason pursuant to paragraph (c) of
 Section 4 of this Agreement) shall not be deemed to be a waiver of such
 provision or right or of any other provision of or right under this
 Agreement.
  
           (f)  The Executive and the Company acknowledge that this
 Agreement supersedes any other agreement between them concerning the
 subject matter hereof. 
  
           (g)  The rights and benefits of the Executive under this
 Agreement may not be anticipated, assigned, alienated or subject to
 attachment, garnishment, levy, execution or other legal or equitable
 process except as required by law.  Any attempt by the Executive to
 anticipate, alienate, assign, sell, transfer, pledge, encumber or charge
 the same shall be void.  Payments hereunder shall not be considered assets
 of the Executive in the event of insolvency or bankruptcy.
  
           (h)  This Agreement may be executed in several counterparts, each
 of which shall be deemed an original, and said counterparts shall
 constitute but one and the same instrument.

           IN WITNESS WHEREOF, the Executive has hereunto set the
 Executive's hand and the Company and Niagara LaSalle have caused this
 Agreement to be executed in their names on their behalf, all as of the day
 and year first above written. 
  
  
                               NIAGARA CORPORATION  
  
  
  
                               By: /s/ Gerald Cohn
                                  _____________________________ 
                                  Name: Gerald Cohn
                                  Title: Chairman, Compensation Committee
  
  
                               NIAGARA LASALLE CORPORATION 
  
  
  
                               By: /s/ Frank Archer
                                  _____________________________ 
                                  Name: Frank Archer
                                  Title: President
  
                                    /s/ Michael Scharf
                               ________________________________ 
                                        Michael Scharf