EXHIBIT 4.1



                            PROMISSORY NOTE



$600,000                                        December 5, 1997


            FOR VALUE RECEIVED, the undersigned, Gilbert D. Scharf (the
"Maker"), hereby promises to pay to the order of Niagara Corporation (the
"Payee"), the principal amount of Six Hundred Thousand Dollars ($600,000),
together with interest thereon as provided herein, payable at such location
and on such dates as are set forth below.

            Interest on the unpaid principal amount hereof shall accrue at
the rate of five and 68/100 percent (5.68%) per annum from and after the
date hereof. Interest shall be payable, with respect to any principal
amounts paid or prepaid, at the time of such payment or prepayment.

            The principal and interest on this Promissory Note are payable
in full on December 4, 1998, provided, however, that the Maker may, at any
time, prepay all or part of the unpaid principal amount hereof without
premium or penalty.

            The Maker shall make installment payments of principal within
five (5) days following the sale of any shares of Niagara Common Stock
owned by him (including through living trusts) made from and after the date
hereof until this Note shall have been paid in full, in amounts equal to
the proceeds from such sales.

            Payments of principal and interest are to be made in lawful
money of the United States of America to 667 Madison Avenue, 11th Floor,
New York, New York 10021 or as the Payee may designate in writing to the
Maker.

            If any voluntary or involuntary proceeding shall be commenced
seeking to have an order for relief entered against the Maker as a debtor
or to adjudicate the Maker a bankrupt or insolvent, or seeking
reorganization, adjustment, liquidation, dissolution or composition of the
Maker or the Maker's debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking appointment of
a receiver or trustee for the Maker, and such proceeding shall remain
undismissed and unstayed for a period of sixty (60) days after the Maker
has received notice thereof, then the unpaid principal amount of this
Promissory Note and all interest accrued to such date shall become
immediately due and payable without the necessity of any presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Maker.

            This Promissory Note shall bind the Maker and his successors
and assigns and shall inure to the benefit of the Payee and its successors
and assigns.


            No delay, omission or waiver on the part of the Payee in
exercising any right hereunder shall operate as a waiver of such right or
any other right of the Payee at the same or at any prior or subsequent
time.

            No amendment, modification or waiver of this Promissory Note,
nor consent to any departure therefrom, shall be effective unless in
writing and signed by the Payee.

            This Promissory Note shall be construed in accordance with and
governed by the laws of the State of New York without regard to its
conflicts of law principles.

            IN WITNESS WHEREOF, this Promissory Note has been duly executed
and delivered by the undersigned on the date first written above.



                                           /s/Gilbert D. Scharf
                                           -----------------------------
                                           Gilbert D. Scharf