Exhibit 4.24
DATED                     9  MAY 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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                         FOURTH AMENDMENT AGREEMENT
                Relating to an invoice discounting agreement
                     Dated 23 August 1999 (as amended)
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                                  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 the 9th day of  May 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 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").

(F)          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 March 2002, 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, Second and Third
           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,
           Second and Third 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, Second and Third
           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 March 2002 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 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 2002 and measured for the 12 months ending on such dates on
      a rolling basis, shall not be less than 1.1 to 1. For the avoidance
      of doubt, the first test date for this covenant shall be 31 March
      2003.




SIGNED AND DELIVERED AS A DEED                      )
on the 9th day of  May 2002                         )
by THE ROYAL BANK OF SCOTLAND                       )
INVOICE DISCOUNTING LIMITED                         )
(by its agent The Royal Bank of Scotland            )
Commercial Services Limited) acting by              )     /s/ Andrew Hill
                                                          ---------------
its duly appointed Attorney under a power           )    (Attorney for and on
granted on the Thirtieth Day of October 1996        )    behalf of The Royal
in the presence of:-                                )    Bank of Scotland
                                                         Commercial Services
                                                         Limited)
                                                         Richard Waldman

Witness Signature /s/ Sean Powell

Witness Name Sean Powell

Address         c/o Royal Bank of Scotland PLC.

79-83 Colmore Row, Birmingham B3 2AP





SIGNED AND DELIVERED AS A DEED                       )
on the 9th day of May 2002                           )
for and on behalf of NIAGARA LASALLE (UK)            )
LIMITED by                                           )


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




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



SIGNED AND DELIVERED AS A DEED                       )
on the 9th day of  May  2002                         )
for and on behalf of NIAGARA CORPORATION by          )


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