FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT

                                                                   EXHIBIT 10.31

                               FIRST AMENDMENT TO
                            INDEMNIFICATION AGREEMENT


WHEREAS, Xxxxxx Inc. (the "Company") and Xxxxxxx X. Xxxxxxx (the "Indemnitee")
entered into an Indemnification Agreement effective as of February 27, 1997 (the
"Agreement"); and

WHEREAS, the Company and the Indemnitee deem it desirable to make certain
amendments to the Agreement effective immediately before the Effective Time, as
defined in the Agreement and Plan of Merger by and among Cable Design
Technologies Corporation, BC Merger Corp. and Xxxxxx Inc. dated as of February
4, 2004, as amended;

NOW, THEREFORE, the Agreement is amended effective immediately before the
Effective Time as follows (provided, however, that if the Effective Time does
not occur, this First Amendment to Indemnification Agreement shall be null and
void ab initio):

1. Section 1(a) of the Agreement (definition of Change in Control) is amended by
adding the following sentence to the end thereof: "The consummation of the
transactions contemplated by the Agreement and Plan of Merger by and among Cable
Design Technologies Corporation, BC Merger Corp. and Xxxxxx Inc. dated as of
February 4, 2004, as amended (the 'Merger Agreement'), shall not constitute a
'Change in Control' under this Agreement."

2. The following new section is added at the end of the Agreement: "Immediately
following the Effective Time (as defined in the Merger Agreement), (i) Cable
Design Technologies Corporation ('CDT', whose name may be changed to Xxxxxx CDT
Inc.) shall automatically and without any further action on behalf of any party
unconditionally assume and guarantee all of the obligations of Xxxxxx Inc. under
this Agreement and (ii) all references in this Agreement to the 'Company' shall
be deemed references to 'CDT', except that in Section 1(e) of this Agreement
(definition of Indemnifiable Event) the references to the 'Company' shall be
deemed references to 'CDT or Xxxxxx Inc.'."

3. Capitalized terms used herein, unless otherwise defined herein, have the
meaning ascribed to such terms in the Agreement. Except as expressly provided
herein all provisions of the Agreement shall remain in full force and effect.



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     Executed and effective as of this 14th day of July, 2004.



                                   XXXXXX INC.



                                   By: /s/ X. Xxxxx Xxxxxxxxxx
                                       -----------------------------------------
                                   Name: X. Xxxxx Xxxxxxxxxx
                                   Title: Chairman, President & CEO
                                   Date:  July 14, 2004



                                   INDEMNITEE

                                   By: /s/ Xxxxxxx X. Xxxxxxx
                                       -----------------------------------------
                                   Name: Xxxxxxx X. Xxxxxxx
                                   Title: Director
                                   Date: July 14, 2004



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