EXHIBIT 4.14


                            DATED 23 AUGUST 1999


                  (1) LOMBARD NATWEST DISCOUNTING LIMITED
                               (as financier)


                     (2) NATIONAL WESTMINSTER BANK PLC
                            (as security agent)


                (3) MANUFACTURERS AND TRADERS TRUST COMPANY
                              (as beneficiary)


                     (4) NATIONAL WESTMINSTER BANK PLC
                                (as lender)


                      (5) NIAGARA LASALLE (UK) LIMITED
                               (as borrower)

                          (6) NIAGARA CORPORATION



                            --------------------
                              DEED OF PRIORITY
                            --------------------




Ref : PAJ/RHH - 077506.010001

Eversheds
115 Colmore Row
Birmingham
B3 3AL

Bircorp 187756-4


THIS DEED is made the   23rd  day of      August            1999

BETWEEN

(1)   LOMBARD NATWEST DISCOUNTING LIMITED (Company Number 943038) whose
      registered office is at Smith House, P O Box 50, Elmwood Avenue,
      Feltham, Middlesex, TW13 7QD (the "Financier")

(2)   NATIONAL WESTMINSTER BANK PLC (Company Number 929027) acting through
      its Agency Group at 5th Floor, Juno Court, 24 Prescott Street, London
      E1 8BB as security agent for the Beneficiary (the "Agent")

(3)   MANUFACTURERS AND TRADERS TRUST COMPANY a New York banking
      corporation whose principal place of business is at One Fountain
      Plaza, Buffalo, New York 14203-1495, United States of America (the
      "Beneficiary")

(4)   NATIONAL WESTMINSTER BANK PLC (Company Number 929027) acting through
      its branch at P O Box 4641, 103 Colmore Row, Birmingham, B3 3NR (the
      "Lender")

(5)   NIAGARA LASALLE (UK) LIMITED (Company Number 3725308) whose
      registered office is at Victoria Street Works, Bull Lane, Moxley,
      Wednesbury, West Midlands WS10 8RS (the "Company")

(6)   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")

AND WITNESSES as follows:-

1.    Definitions and Interpretation
      ------------------------------

      1.1   Words and phrases defined or referred to in the Financier's
            Security (as defined below) shall have the same meanings,
            unless the context otherwise requires, where used in this deed.

      1.2   In this deed, except where the context otherwise requires, the
            following expressions have the meanings set out against each of
            them:-


            "Agent's Security"          the debenture dated 21 May 1999
                                        given by the Company to the Agent (as
                                        security agent for the Beneficiary);
            "Agreement"                 the invoice discounting agreement
                                        dated 23 August 1999 for the purchase
                                        of Receivables between the Financier
                                        and the Company and any extension or,
                                        amendments to such agreement;
            "Beneficiary Discharge      the date upon which all the
                 Date"                  liabilities outstanding to the
                                        Beneficiary (as agent) under
                                        the US Financing Agreements have been
                                        irrevocably and unconditionally
                                        satisfied in full by the borrowers
                                        thereunder;
            "Discounting Documents"     has the same meaning as in the
                                        Agreement;
            "Financier Discharge Date"  the date upon which all the
                                        liabilities outstanding to the
                                        Financier under the Agreement and/or
                                        the Financier's Security have been
                                        irrevocably and unconditionally
                                        discharged or satisfied in full by the
                                        Company;
            "Financier's Security"      the debenture dated 23 August 1999
                                        given by the Company to the Financier;
            "Inter Bank Agreement"      the agreement dated 21 May 1999
                                        made between (1) the Lender, (2) the
                                        Beneficiary and (3) the Company
                                        relating to the Lender's lending
                                        relationship with the Company and
                                        certain letters of credit issued by the
                                        Beneficiary to the Lender to secure
                                        such lending;
            "Non-Vesting Receivables"   all or any Receivables or their
                                        related rights purchased or purported
                                        to be purchased by the Financier
                                        pursuant to the Agreement which fail to
                                        vest absolutely and effectively in the
                                        Financier for any reason;
            "NWB Lending Documents"     has the same meaning as in the
                                        Agreement but subject to the variations
                                        expressly set out in this Deed;
            "Receivables"               has the same meaning as in the
                                        Agreement;
            "Receiver"                  includes a receiver or a manager
                                        or a receiver and manager or an
                                        administrative receiver as defined in
                                        Section 29(2) of the Insolvency Act
                                        1986 or a receiver of part only of the
                                        property of the Company or a receiver
                                        only of the income arising from
                                        any part of the Company's property;
            "Securities"                the Agent's Security and the
                                        Financier's Security and "Security"
                                        means either of them;
            "Security Holders"          the Agent (as security agent for
                                        the Beneficiary) and the Financier and
                                        "Security Holder" means either of them;
            "US Financing Agreements"   has the same meaning as in the
                                        Inter Bank Agreement; and
            "US Lockbox Account"        has the same meaning as in the
                                        Agreement.

      1.3   In this deed, unless the context otherwise requires:-

            (a)   references to any of the parties shall be construed so as
                  to include their respective successors and permitted
                  assignees;

            (b)   references to a "business day" shall be construed as a
                  reference to a day (other than a Saturday or Sunday) on
                  which banks are generally open in London for the
                  transaction of business in the lawful currency of the
                  United Kingdom;

            (c)   references to a "clause" or to a "schedule" are
                  references to a clause of or a schedule to this deed;

            (d)   references to this deed shall be to this deed as amended,
                  varied, supplemented or novated from time to time;

            (e)   references to any statute, law, decree or regulations
                  shall be treated as references to such statute, law,
                  decree or regulations as re-enacted, amended, extended or
                  replaced from time to time; and

            (f)   headings are inserted for ease of reference only and
                  shall be ignored in the construction of this deed.

      1.4   If there shall be any conflict or inconsistency between any
            provision of this deed and any provision contained within a
            Security, the provisions of this deed shall prevail.

2.    Consents
      --------

      2.1   Each of the Security Holders consents to the creation and
            continuation of each Security. The Agent and the Beneficiary
            each consent to the Agreement, the Financier's Security and the
            sale and assignment by the Company to the Financier of the
            Purchased Receivables (as such term is defined in the
            Agreement). The Financier consents to the existence of the NWB
            Lending Documents.

      2.2   The Agent and the Beneficiary hereby irrevocably and
            unconditionally agree to release the Purchased Receivables (as
            such term is defined in the Agreement) and the US Lockbox
            Account (and any monies standing to the credit thereof) from
            the terms of the Agent's Security. In consequence of the
            foregoing the Agent and the Beneficiary each undertake to the
            Financier that it does not have the benefit of (and will not in
            the future take or demand that the Company will create in its
            favour) any Security Interest (as such term is defined in the
            Agreement) or liens or rights of set-off, combination in
            respect of, or over the US Lockbox Account to secure any
            indebtedness owed to it by the Company or Niagara and will not
            exercise any lien, rights of set off or combination in respect
            of any monies standing to the credit of the US Lockbox Account
            in respect of any indebtedness (actual or contingent) owed to
            the Beneficiary by the Company or Niagara or any Subsidiary of
            Niagara.

      2.3   Insofar as any consent or waiver is required from the Lender,
            the Agent and/or the Beneficiary under the terms of the NWB
            Lending Documents to the terms of the Discounting Documents,
            the Lender, the Agent and/or the Beneficiary consents to such
            matters and the transactions contemplated thereby. The Company
            and the Lender acknowledge that the variations to the NWB
            Lending Documents, set out in the Schedule to this deed, shall
            take effect from the point in time that the Financier first
            provides funds to the Company under the terms of the Agreement.

      2.4   Insofar as any consent or waiver is required from the Financier
            under the terms of the Discounting Documents to the terms of
            the NWB Lending Documents, the Financier consents to such
            matters and the transactions contemplated thereby.

      2.5   To the extent that the Company disposes or purports to dispose
            of assets with "full title guarantee" or grants or purports to
            grant first ranking security over any assets under the
            provisions of any of the NWB Lending Documents (as at the date
            of this deed) or under the Discounting Documents (as at the
            date of this deed), the Agent, the Beneficiary, the Lender and
            the Financier each acknowledge that such provisions will
            operate subject to the provisions of this deed (and in
            particular Clause 3.1).

      2.6  The Agent and the Beneficiary acknowledge and consent to the
           Financier's prior right to serve notice of assignment of the
           Purchased Receivables or any Non-Vesting Receivables or Other
           Receivables on the relevant debtors. The Agent and the
           Beneficiary undertake that they will not serve notice of
           assignment on any debtors of the Company under the terms of the
           Agent's Security without first notifying the Financier of their
           intention to do so and giving the Financier 10 Business Days to
           serve formal notices of assignment on such debtors under the
           Discounting Documents.

3.    Priorities
      ----------

      3.1   As between themselves the charges created by the Securities
            shall rank in the following order of priority, namely:

            3.1.1 as to any Receivables (including Non Vesting Receivables)
                  of the Company other than Purchased Receivables, the
                  Financier's Security shall rank in priority to the
                  Agent's Security without limit; and

            3.1.2 subject to clause 3.1.1 above the Agent's Security shall
                  rank in priority to the Financier's Security without
                  limit.

      3.2   The proceeds of any insurance claim charged under the
            Securities after the Enforcement Date shall (to the extent not
            already applied towards making good the loss or damage in
            respect of which such moneys were received) be applied in the
            order of priority set out in clause 3.1 above, depending upon
            the category of asset of the Company the subject of the claim.

      3.3   The amount of any Receiver's remuneration and all outgoings,
            costs, charges, expenses, liabilities and payments ranking by
            statute for payment in priority to the amount secured by the
            Securities shall be deducted from all receipts and recoveries
            under the relevant Security prior to their application towards
            the discharge or satisfaction of the amounts secured by the
            Securities.

      3.4   Any amount owing, or which shall become due by the Financier to
            the Company pursuant to the Agreement shall be and remain
            subject to any security in the Agent's favour over the book
            debts of the Company. However any such security shall always be
            subject to all or any rights of set-off or combination of
            accounts that the Financier may have against the Company,
            whether arising before or after the Financier's receipt of
            notice of any security in the Agent's favour.

      3.5   Niagara hereby undertakes to each of the Lender, the Agent, the
            Beneficiary, the Financier and the Company that any monies paid
            to Niagara by the Company in breach of clauses 3, 4, 5, 6.3,
            6.4, 6.5, 6.6, 6.7 and 6.9 contained in the Intercreditor
            Agreement dated 21 May 1999 made between (1) the Lender, (2)
            Niagara and (3) the Company and the Intercreditor Agreement
            dated 23 August 1999 made between (1) the Financier, (2)
            Niagara and (3) the Company, shall be repaid to the Company
            forthwith upon receipt and pending such repayment, will be
            held on trust for the Company.

4.    Continuing Security
      -------------------

      The Securities shall be continuing securities for repayment to the
      Beneficiary and the Financier of the money and liabilities thereby
      secured and the priority arrangements herein contained shall not be
      affected by any fluctuations in the amount from time to time due
      owing or incurred by the Company on any account to either of the
      Beneficiary or the Financier or by the existence at any time of a
      credit or nil balance on any such account of the Company with the
      Beneficiary or the Financier.

5.    Subordination and Enforcement of Security
      -----------------------------------------

      5.1   The Beneficiary undertakes to the Financier that, until the
            Financier Discharge Date, it will not make demand for payment
            or take any steps to enforce the terms of any guarantee given
            by the Company to the Beneficiary to guarantee the indebtedness
            of any Subsidiaries (as such term is defined in the Agreement)
            of Niagara under the US Financing Agreements. Prior to the
            Financier Discharge Date, the Beneficiary also undertakes to
            the Financier that it will not take the benefit of any Security
            Interest to secure the obligations of the Company under any
            guarantee referred to in this clause 5.1.

      5.2   The Financier undertakes to the Beneficiary that, until the
            Beneficiary Discharge Date , it will not make demand for
            payment or take any steps to enforce the terms of any guarantee
            given by Niagara to the Financier to guarantee the indebtedness
            of the Company under the Discounting Documents (as such term is
            defined in the Agreement). Prior to the Beneficiary Discharge
            Date, the Financier also undertakes to the Beneficiary that it
            will not take the benefit of any Security Interest to secure
            the obligations of Niagara under any guarantee referred to in
            this clause 5.2.

      5.3   The Security Holders shall consult and co-operate with each
            other to the intent (but without any requirement) that:

            5.3.1 the Securities shall so far as practicable be enforced by
                  the same method and at the same time;

            5.3.2 in the case of an appointment of a Receiver or Receivers
                  by a Security Holder under its Security the same
                  person(s) shall be appointed Receiver(s) by the other
                  Security Holder (if that other Security Holder shall also
                  make such an appointment).

      5.4   The provisions of clause 5.3 shall not prevent any Security
            Holder from appointing a Receiver under its Security or from
            the exercise or enforcement of its Security without any
            consultation if it considers it expedient to do so.

      5.5   If any Security Holder shall appoint a Receiver under its
            Security or shall otherwise enforce or exercise its Security it
            shall promptly give written notice thereof to the other
            Security Holder.

6.    Information
      -----------

      6.1   Whilst this deed subsists each Security Holder, the Lender and
            the Beneficiary shall be at liberty from time to time to
            disclose to the other information concerning the Company,
            Niagara or any Subsidiary of either of them and their affairs
            in such manner and to such extent as the disclosing Security
            Holder or the Lender or Beneficiary (as the case may be) may
            decide.

      6.2   The Security Holders, the Lender and the Beneficiary each
            acknowledge the right of the others to the production and
            delivery of copies of the documents comprising or referred to
            in the Securities.

7.    Compliance with Covenants
      -------------------------

      7.1   The Company shall observe and perform all the covenants in the
            Financier's Security in respect of the Non-Vesting Receivables
            and other Receivables and the proceeds, if any, of the same.
            Such observance and performance shall be treated as compliance
            with the covenants in the Agent's Security in respect of the
            Non-Vesting Receivables and other Receivables and their
            proceeds.

      7.2   Insofar as the Company has complied with the obligations
            contained in the Agent's Security as regards the deposit,
            custody or control of any documentation relating to assets
            which are the subject of security under the Agent's Security
            (or such obligations have been waived by the Agent), the
            Company shall be deemed to have complied with all similar
            obligations contained in the Financier's Security.

8.    Termination
      -----------

      The provisions of this deed relating to the creation and priority of
      the Securities (specifically including the provisions of clause 3),
      the release of Purchased Receivables from the Agent's Security
      (clause 2.2), the treatment of inconsistencies concerning the
      Company's obligations thereunder (specifically including the
      provisions of clauses 2.5, 7.1 and 7.2) and all such other provisions
      of this deed specifically relating or incidental to the parties'
      undertakings with respect to the Securities, shall cease to have
      further effect on the date one or more of the Securities shall have
      been fully discharged (the "Securities Discharge Date"). The
      provisions of this deed relating to the Financier's and the
      Beneficiary's subordination of the guarantees under the Discounting
      Documents and the US Financing Agreements provided by Niagara
      (specifically including clauses 5.1, 5.2, 9.3 and 9.4), and all such
      other provisions of this deed specifically relating or incidental to
      the parties' undertakings with respect to the guarantees described in
      clauses 5.1 and 5.2, shall cease to have further effect on the date
      one or more of such guarantees shall have been terminated in
      accordance with its (or their) terms or released by the Financier or
      the Beneficiary (as the case may be) (the "Guarantees Discharge
      Date"). This deed shall terminate and shall cease to have further
      effect on the later of the Securities Discharge Date or the
      Guarantees Discharge Date.

9.    The Company's and Niagara's Acknowledgement
      -------------------------------------------

      9.1   The Company and Niagara each acknowledge the priorities
            recorded in this deed and consent to the rest of the terms of
            this deed.

      9.2   The Company and Niagara jointly and severally agree and undertake
            with each Security Holder, the Lender and the Beneficiary that
            each of them will not do or omit to do anything that would lead
            to a breach of any of the provisions of this Deed.

      9.3   Until the Financier Discharge Date, the Company undertakes with
            the Financier that its obligations to pay the Beneficiary any
            monies under the guarantee referred to in clause 5.1 above
            shall be subordinate to, and shall be conditional upon, the
            repayment and payment in full to the Financier of all amounts
            outstanding due or owing to the Financier pursuant to, under or
            in connection with the Agreement. Until the Financier Discharge
            Date, the Company undertakes to the Financier that it will not
            grant any Security Interest in favour of the Beneficiary to
            secure its obligations under the guarantee referred to in
            clause 5.1 above.

      9.4   Until the Beneficiary Discharge Date, Niagara undertakes with the
            Beneficiary that its obligations to pay the Financier any monies
            under the guarantee referred to in clause 5.2 above shall be
            subordinated to, and shall be conditional upon, the repayment and
            payment in full to the Beneficiary of all amounts outstanding due
            or owing to the Beneficiary pursuant to, or in connection with,
            the US Financing Agreements. Until the Beneficiary Discharge
            Date, Niagara undertakes to the Beneficiary that it will not
            grant any Security Interest in favour of the Financier to secure
            its obligations under the guarantee referred to in clause 5.2
            above.

      9.5   In addition to their obligations under clauses 9.1 and 9.2, it
            is recorded that each of the Company and Niagara are entering
            into this deed for the purpose of giving the agreements and
            undertakings contained in clauses 9.3 and 9.4 hereof, but
            provided that, other than the right to enforce the provisions
            of clauses 2.1, 2.2, 2.3, 2.4, 2.5, 7.1, 7.2 and/or 21 against
            the Agent, the Beneficiary, the Lender and/or the Financier, as
            applicable, neither the Company nor Niagara shall obtain any
            rights against any of the Lender, the Agent, the Beneficiary or
            the Financier by virtue of it being a party to this Agreement.

10.   The Entire Agreement
      --------------------

      This deed forms the entire agreement between the parties relating to
      the priority of their respective Securities and the application of
      the proceeds thereof and supersedes all earlier meetings,
      discussions, negotiations, correspondence, faxes, telexes, letters,
      transactions, communications, understandings and arrangements of any
      kind so relating.

11.   Release of Assets
      -----------------

      Any release of any assets the subject of the Securities granted by
      the Security Holder having priority under clause 3.1 above in respect
      of such asset (or class of assets) of the Company will be deemed to
      have been given by the other Security Holder on the same terms and
      conditions.

12.   Forbearance, Failures and Waivers
      ---------------------------------

      12.1  No forbearance or failure by any party to exercise or assert or
            claim any rights or entitlement hereunder shall be construed
            (in the absence of a written agreement to a waiver or a written
            confirmation of a past waiver) as a waiver of that right or
            entitlement.

      12.2  No waiver of any breach of any term of this deed shall (unless
            expressly agreed in writing by the waiving party) be construed
            as a waiver of a future breach of the same term or as
            authorising a continuation of a particular breach.

13.   Variations
      ----------

      Save as otherwise provided herein, any variation of this deed shall
      be binding only if it is recorded in a document signed by or on
      behalf of each party to this deed.

14.   Severability
      ------------

      The provisions of this deed shall be severable and distinct from each
      other. If at any time any one or more of such provisions is or
      becomes invalid, illegal or unenforceable, the validity, legality and
      enforceability of each of the remaining provisions of this deed shall
      not in any way be affected, prejudiced or impaired thereby.

15.   Facilities
      ----------

      Nothing contained in this deed shall bind the Lender, the Agent, the
      Beneficiary or the Financier to make any advance or prepayment or to
      grant any credit or other facilities to the Company or restrict the
      Lender or the Financier from varying the terms of their respective
      facilities (including but without limitation, the amounts owed to
      them) without reference to the other.

16.   Time and Indulgence
      -------------------

      The Agent and the Financier shall each be entitled to grant time or
      indulgence or to release or compound with the Company or otherwise
      deal with its Security without reference to each other except to the
      extent regulated by this deed.

17.   Counterparts
      ------------

      This deed may be executed in any number of documents or counterparts
      each in the like form, all of which when taken together shall
      constitute one and the same document.

18.   Continuing Effect
      -----------------

      The priorities set forth above shall apply even though a liquidator
      or Receiver or an administrator shall be appointed under the
      Insolvency Act 1986 in relation to the Company.

19.   Inter Bank Agreement
      --------------------

      Save as set out expressly in the Schedule to this this deed nothing
      in this deed shall vary or affect in any way any of the terms of the
      Inter Bank Agreement which shall, as between the parties to that
      agreement, continue in full force and effect.

20.   Notices
      -------

      20.1  Every notice made under this deed shall be given in writing and
            shall be sent:

            20.1.1  in the case of LND, to its address at:

                    Smith House
                    P O Box 50
                    Elmwood Avenue
                    Feltham
                    Middlesex
                    TW13 7QD
                    Facsimile : 0181 895 7568
                    Attention : Company Secretary

                    with a copy to:

                    Lombard Nat West Commercial Services Limited
                    Alexandra House
                    Lawnswood Park
                    Redvers Close
                    Leeds
                    LS16 6QY
                    Facsimile : 0113 230 6690
                    Attention : Ian Conway;

            20.1.2  in the case of the Agent, to its address at:

                    National Westminster Bank Plc
                    Agency Group
                    5th Floor
                    Juno Court
                    24 Prescott Street
                    London
                    E1 8BB
                    Facsimile : 0171 714 6167
                    Attention : Head of Agency Group;

            20.1.3  in the case of MTT, to its address at:

                    One Fountain Plaza
                    Buffalo
                    NY 14203-1495
                    New York
                    United States of America
                    Facsimile : 001 716 848 7316
                    Attention : Mr R J Kush;

            20.1.4  in the case of the Lender, to its address at:

                    P O Box No. 4641
                    103 Colmore Row
                    Birmingham
                    B3 3NR
                    Facsimile : 0121 234 2504
                    Attention : The Corporate Director; and

            20.1.5  in the case of the Company, to its address at:

                    Victoria Steel Works
                    Bull Lane
                    Moxley
                    Wednesbury
                    West Midlands
                    WS10 8RS
                    Facsimile : 0121 556 9011
                    Attention : Tony Bagshawe

                    with a copy to the Holding Company at:

                    667 Madison Avenue
                    New York
                    New York 10021
                    United States of America
                    Facsimile : 001 212 317 1001
                    Attention : Michael Scharf;


            20.1.6  in the case of Niagara, to its address at:

                    667 Madison Avenue
                    New York
                    New York 10021
                    United States of America
                    Facsimile : 001 212 317 1001
                    Attention : Michael Scharf; or

            20.1.7  to such other address or facsimile number as any of the
                    above parties may from time to time notify to each of the
                    other parties in writing.

      20.2 Every notice sent pursuant to this deed:


            20.2.1  personally, shall be deemed to have been received on
                    delivery;

            20.2.2  by facsimile shall be confirmed by posting first class
                    post, and shall be deemed to have been received three
                    Business Days after posting and not, for the avoidance of
                    doubt, on transmission of the facsimile; and

            20.2.3  by first class post, shall be deemed to have been
                    received three Business Days' after posting.

21.   Assignment
      ----------

      The Lender, the Agent, the Beneficiary and and the Financier agree
      that if they shall assign their rights under the NWB Lending
      Documents or the Discounting Documents (as the case may be) to any
      assignee (the "Assignee") they shall use all reasonable endeavours to
      procure that the Assignee shall enter into a deed of adherence
      agreeing to be bound by and to observe the terms of this deed as if
      the Assignee were the Lender, the Agent, the Beneficiary or the
      Financier, as the case may be.

22.   Law and Jurisdiction
      --------------------

      22.1  This deed is governed by and shall be construed in accordance
            with English law.

      22.2  The parties to this deed irrevocably submit to the
            non-exclusive jurisdiction of the English courts to settle any
            disputes which may arise out of or in connection with this
            deed.

IN WITNESS whereof the parties hereto have an executed this deed and have
delivered it on the day and year first above written.

                                  SCHEDULE


                            FACILITIES AGREEMENT
                            --------------------


CONTENTS: Schedule 3 - delete 'Eligible Receivables and'

DEFINITIONS: delete 'Account Debtors' and its definition

delete 'Eligible Receivables' and its definition

delete 'Eligible Receivables Limit' and its definition

in 'Eligible Receivables and Eligible Stock Certificate', delete 'Eligible
Receivables and' and where mentioned within the definition

delete 'Receivables' and its definition

2.2: delete 'or the amount of the Eligible Receivables Limit and/'

4.1.13: delete 'in respect of its Receivables and'

5.3 (i) : delete 'the Eligible Receivables Limit and'

5.4: delete 'Eligible Receivables Limit and the', 'Eligible Receivables and'

5.5: delete 'and the Eligible Receivables Limit', 'Eligible Receivables and'

5.6: delete 'Eligible Receivables Limit and' (twice)

9.1.6 (c) : delete 'Eligible Receivables and', 'containing a list of
Receivables detailing the amount of each Receivable, the Account Debtor and
date of the invoice (set out on an aged basis) and'

9.1.6 (e) (A) : delete 'and Eligible Receivables'

9.1.12: delete 'and Receivables'

9.2.3 (b) : delete 'Receivables or'

delete subclause 9.2.15(d), and renumber 9.2.15 (e) and (f) as (d) and (e)
respectively

9.5: delete 'and Eligible Receivables'

18.3: delete second paragraph

2ND SCHEDULE: (a): delete 'Eligible Receivables for the Accounting Quarter is
[AMOUNT]'

3RD SCHEDULE: HEADING: delete 'Eligible Receivables and'

delete RECEIVABLES to (Dx85%) (pound)_____

reletter (F) as (A), (G) as (B), (H) as (C), (I) as (D), (J) as (E)

in new line (D): replace (G - H = I) with (B - C = D)

in new line (E), replace (I x 60%) with (D x 60%)

delete line (K)

reletter (L) as (F), (N) as (G), (O) as (H)

Final paragraph: replace (O) with (H)


                            INTERBANK AGREEMENT
                            -------------------


4.6: delete 'the Eligible Receivables and' (line 3)

      delete 'the Eligible Receivables and' (line 4-5)

      delete 'Eligible Receivables and' (lines 8 and 10)

      delete 'Eligible Receivables Limit and' (penultimate line)

5.5: delete 'the Eligible Receivables Limit or', 'Eligible Receivables and/'

5.6: delete 'Eligible Receivables and', 'the Eligible Receivables Limit and'


FINANCIER

Signed and delivered as a deed      )
on behalf of LOMBARD NATWEST        )
DISCOUNTING LIMITED                 )
by
                                    )

/s/  Ian Conway                     )     /s/  Ian Conway
------------------------------------      ----------------------------
duly appointed Attorney in the            Attorney for Lombard NatWest
presence of this Witness:                 Discounting Limited


Witness' Signature:     /s/  R.D. Hague-Holmes

Witness' Full Names:    Rupert Hague-Holmes

Witness' Address:       115 Colmore Row

                        Birmingham, B3 3AL

Witness' Occupation:    Solicitor


AGENT

Signed and delivered as a deed     )
on behalf of NATIONAL              )
WESTMINSTER BANK PLC               )
(in its capacity as security agent )
for the Beneficiary only) by)

/s/  Gary P. Smith                 )    /s/  Gary P. Smith
----------------------------------      ---------------------------------------
duly appointed Attorney in the          Attorney for National
presence of this Witness:               Westminster Bank Plc (as security agent
                                        for the Beneficiary)


Witness' Signature:     /s/  Robert Ottowil

Witness' Full Names:    Robert Ottowil

Witness' Address:       .............................................

                        London

Witness' Occupation:    Banker

BENEFICIARY
-----------


Signed and delivered as a deed)
on behalf of MANUFACTURERS    )
AND TRADERS TRUST             )
COMPANY                       )
by                            )

/s/  Robert J. Kush           )     /s/  Robert J. Kush, Vice President
-------------------                 -----------------------------------
duly appointed Attorney in the      Officer for Manufacturers and
presence of this Witness:           Traders Trust Company


Witness' Signature:     /s/ Terence A. Greiner

Witness' Full Names:    Terence A. Greiner

Witness' Address:       E. Almherst, NY 14051

Witness' Occupation:    Attorney



LENDER

Signed and delivered as a deed)
on behalf of NATIONAL         )
WESTMINSTER BANK PLC          )
by                            )


/s/  Alun Lewis               )         /s/  Alun Lewis
------------------------------------    -----------------------------
its duly authorised signatory in the    Duly authorised signatory for
presence of this Witness:               National Westminster Bank Plc


Witness' Signature:     /s/  R.D. Hague-Holmes

Witness' Full Names:    Rupert Hague-Holmes

Witness' Address:       115 Colmore Row

                        Birmingham B3 3AL

Witness' Occupation:    Solicitor


COMPANY

Signed and delivered as a deed      )
on behalf of NIAGARA LASALLE        )
(UK) LIMITED                        )
by                                  )


     Anthony John Bagshawe          )     /s/  Anthony John Bagshawe
------------------------------------      ---------------------------------
      Director                            Signature of Director


and


     Raymond Rozanski               )     /s/  Raymond Rozanski
------------------------------------      ---------------------------------
      **Director/Company Secretary        Signature of **Director/
                                          Company Secretary


NIAGARA

Signed and delivered as deed  )
on behalf of NIAGARA          )
CORPORATION by                )


President                     )     /s/  Michael Scharf
------------------------------      -------------------------------
Title                               Signature of Officer

and


Vice President                )     /s/  Raymond Rozanski
------------------------------      -------------------------------
Title                               Signature of Officer



** Delete as applicable