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                                                                   Exhibit 10.47



             FIRST AMENDMENT TO ESCROW AGREEMENT (THE "AMENDMENT")


June 28, 1996


Corporate Stock Transfer, Inc.
Republic Plaza
370 17th Street, Suite 2350
Denver, Colorado  80202

Attention:  Ms. Carylyn Bell

Ladies and Gentlemen:

                 Reference is hereby made to that certain Escrow Agreement,
dated as of June 3, 1996 (the "Escrow Agreement"), by and among Reddi Brake
Supply Corporation, a Nevada corporation ("Reddi Brake"), Allen J. Sheerin (the
"Shareholder") and Corporate Stock Transfer, Inc.  Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to such terms in
the Escrow Agreement.

                 1.       Deposit of Additional Shares into Escrow.
Concurrently herewith, Reddi Brake has instructed you to issue Seventy-Six
Thousand Six Hundred Eighty-Seven (76,687) shares of Reddi Brake Common Stock
(the "Additional Shares"), valued at $125,000, to the Shareholder as part of
the "Purchase Price" under the Stock Purchase Agreement, dated June 28, 1996,
between Reddi Brake and the Shareholder.  The Additional Shares, and the Stock
Certificates representing them, shall be deposited by you into the Escrow
Account.  Shareholder shall concurrently deliver to you a stock power, endorsed
in blank with his signature guaranteed by a Medallion bank; Shareholder further
agrees to deliver such further stock powers, so endorsed, as may from time to
time be necessary to accomplish (a) the adjustment specified in Section 3 of
the Escrow Agreement or (b) any distributions under Section 4 of the Escrow
Agreement.  You shall hold all Additional Shares in the Escrow Account in
accordance with the instructions contained in the Escrow Agreement.  The Escrow
Agreement is hereby amended so that all references to "Shares" include the
Additional Shares deposited into the Escrow Account in accordance herewith.

                 2.       Term of Escrow.  Section 2 of the Escrow Agreement is
hereby amended to read in its entirety as follows:

                 "The term of the Escrow (the "Escrow Period") shall commence
                 on the date hereof and shall terminate on June 28, 1997;
                 provided, however, that, pursuant to Paragraph 12.2 of the
                 Purchase Agreement and Paragraph 11.2 of the Stock Purchase
                 Agreement (the "Second Purchase Agreement"), dated June 28,
                 1996, between
<PAGE>   2
                 Reddi Brake and the Shareholder, if any Claimed Loss under
                 either the Purchase Agreement or the Second Purchase Agreement
                 which has been asserted by Reddi Brake is pending or
                 unresolved at the end of the Escrow Period, then Reddi Brake
                 shall notify you in writing, not later than one day prior to
                 the end of the Escrow Period, that the specified number of
                 Shares subject to such Claimed Loss shall remain in the Escrow
                 Account, and the Escrow Period shall be extended until the
                 matter relating to such Claimed Loss has been terminated or
                 otherwise resolved."

                 3.       Adjustment to Number of Shares.  Section 3 of the
Escrow Agreement is hereby amended to read in its entirety as follows:

                 "Pursuant to Paragraph 12.1 of the Purchase Agreement,
                 effective December 3, 1996, the number of Shares deposited
                 into the Escrow Account on June 3, 1996 in accordance with the
                 Purchase Agreement shall be adjusted so that the market value
                 of such Shares then held in the Escrow Account (based on the
                 average closing and bid prices on such date, as reported by
                 The NASDAQ Stock Market or, if Reddi Brake's Common Stock is
                 no longer reported thereon, the then-relevant market or
                 system) equals $125,000, and pursuant to Paragraph 11.1 of the
                 Second Purchase Agreement, effective December 28, 1996, the
                 number of Shares deposited into the Escrow Account on June 28,
                 1996 in accordance with the Second Purchase Agreement shall be
                 adjusted so that the market value of such Shares then held in
                 the Escrow Account (based on the average closing and bid
                 prices on such date, as reported by The NASDAQ Stock Market
                 or, if Reddi Brake's Common Stock is no longer reported
                 thereon, the then-relevant market or system) equals $125,000;
                 provided, however, that any number of Shares subject to a
                 Claimed Loss asserted by Purchaser under either the Purchase
                 Agreement or the Second Purchase Agreement prior to such dates
                 shall not be so adjusted.  If on such dates additional Shares
                 must be deposited into the Escrow Account in order to bring
                 the market value of the relevant Shares up to $125,000,
                 Shareholder shall deliver to you stock certificates
                 representing the requisite number of additional Shares of
                 Reddi Brake Common Stock, which Shares shall be held in the
                 Escrow Account in accordance with these instructions.  If on
                 such dates Shares must be released from the Escrow Account in
                 order to bring the market value of the relevant Shares down to
                 $125,000 (subject to the proviso at the end of the first
                 sentence of this Section 3), promptly following a written
                 certificate executed by Reddi Brake and Shareholder in the
                 form attached hereto as Exhibit A, you
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                 shall deliver to Shareholder the number of Shares indicated
                 therein from the Escrow Account."

                 4.       Instructions to Escrow Agent.  Sections 4.1 and 4.2
of the Escrow Agreement are hereby amended to read in its entirety as follows:

                          "4.1    Distribution Pursuant to Purchase Agreements.
                 Pursuant to Paragraphs 12.2 and 11.2, respectively, of the
                 Purchase Agreement and the Second Purchase Agreement, if
                 Sellers or Shareholder, as the case may be, acknowledge their
                 obligation for a Claimed Loss, Reddi Brake may promptly
                 withdraw from the Escrow Account a number of Shares equal to
                 the sum arrived at by dividing (a) the amount of the Claimed
                 Loss by (b) the "Relevant Value" of the Shares.  For this
                 purpose, the "Relevant Value" of the Shares shall be (a) with
                 respect to any Claimed Loss under the Purchase Agreement for
                 which Purchaser has given notice to Sellers by December 3,
                 1996, or with respect to any Claimed Loss under the Second
                 Purchase Agreement for which the Purchaser has given notice to
                 Shareholder by December 28, 1996, $1.63, or (b) with respect
                 to any Claimed Loss under the Purchase Agreement for which
                 Purchaser has given Sellers notice on or after December 3,
                 1996, or with respect to any Claimed Loss under the Second
                 Purchase Agreement for which the Purchaser has given
                 Shareholder notice on or after December 28, 1996, the average
                 between the closing offer and bid prices on such date (as
                 reported on The NASDAQ Stock Market or, if Reddi Brake's
                 Common Stock is no longer reported thereon, the then-relevant
                 market or system).  In connection therewith, promptly follow
                 receipt of a written certificate executed by the appropriate
                 parties in the form attached hereto as Exhibit B-1 or B-2, as
                 applicable, you shall deliver to Reddi Brake, for cancellation
                 or to be held as treasury shares, at the sole option and
                 direction of Reddi Brake, the number of Shares indicated
                 therein from the Escrow Account.

                          4.2     Distribution Pursuant to Arbitration.
                 Pursuant to Paragraphs 12.2 and 12.3 and 11.2 and 11.3,
                 respectively, of the Purchase Agreement, and the Second
                 Purchase Agreement, if Sellers or Shareholder, as the case may
                 be, deny such obligation for a Claimed Loss, Sellers or
                 Shareholder, as the case may be, and Purchaser shall proceed
                 to arbitration, with a determination of whether a Loss exists
                 to be made by a three- person panel of arbitrators designated
                 according to the rules of the American Arbitration
                 Association.  Upon Reddi Brake's delivering to you a written
                 determination by such panel of arbitrators that Reddi Brake
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                 is entitled to Shares from the Escrow Account, you shall
                 deliver to Reddi Brake, for cancellation or holding as
                 treasury shares, at the sole option and direction of Reddi
                 Brake, the number of Shares indicated therein from the Escrow
                 Account."

                 5.       No Other Changes to Escrow Agreement.  Except as
provided herein, the Escrow Agreement shall remain unchanged and in full force
and effect.


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                 6.       Counterparts.  This Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same document.

                                  Very truly yours,

                                  REDDI BRAKE SUPPLY


                                  By:
                                           ------------------------------------
                                           S. Gerald Birin
                                           Chief Financial Officer



                                  SHAREHOLDER



                                  ---------------------------------------------
                                  Allen J. Sheerin

The foregoing is accepted and
agreed to as of ________________, 1996

CORPORATE STOCK TRANSFER, INC.


By:                                                
         ---------------------------------
         Carylyn Bell, President
<PAGE>   6
                                   EXHIBIT A

                              FORM OF CERTIFICATE


                 Pursuant to Section 3 of that certain Escrow Agreement, dated
June 3, 1996 (the "Escrow Agreement"), by and among Reddi Brake Supply
Corporation, a Nevada corporation ("Reddi Brake"), Allen J. Sheerin and
Corporate Stock Transfer, Inc., as Escrow Agent, the undersigned do hereby
request the distribution to Allen J. Sheerin (the "Shareholder") of
______________ shares of the Common Stock, par value $.0001 per share, issued
in the name of such Shareholder (the "Released Shares") and do hereby certify
as follows:

                          (i)     This certificate is being furnished in
conformity with the terms of Section 3 of the Escrow Agreement; and

                          (ii)    The Shareholder is entitled to receipt of the
Released Shares pursuant to the provisions of [Section 12.1 of that certain
Stock Purchase Agreement, dated as of May 28, 1996, among Reddi Brake, Allen J.
Sheerin and Bryan Morford] or [Section 11.1 of that certain Stock Purchase
Agreement, dated as of June 28, 1996, between Reddi Brake and Allen J.
Sheerin].


                       REDDI BRAKE SUPPLY CORPORATION



                       By:
                          ------------------------------------------------
                          Name:                                           
                               -------------------------------------------
                          Title:                                          
                                ------------------------------------------



                                                                          
                       ---------------------------------------------------
                       Allen J. Sheerin





                                      A-1
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                                  EXHIBIT B-1

                              FORM OF CERTIFICATE


                 Pursuant to Section 4.1 of that certain Escrow Agreement,
dated June 3, 1996 (the "Escrow Agreement"), by and among Reddi Brake Supply
Corporation, a Nevada corporation ("Reddi Brake"), Allen J. Sheerin and
Corporate Stock Transfer, Inc., as Escrow Agent, the undersigned do hereby
request the distribution to Reddi Brake, for [cancellation or holding as
treasury shares], of ______________ shares of Reddi Brake Common Stock, par
value $.0001 per share, issued in the name of Allen J. Sheerin (the "Released
Shares") and do hereby certify as follows:

                          (i)     This certificate is being furnished in
conformity with the terms of Section 4.1 of the Escrow Agreement; and

                          (ii)    Reddi Brake is entitled to receipt of the
Released Shares pursuant to the provisions of Section 12.2 of that certain
Stock Purchase Agreement, dated as of May 28, 1996, among Reddi Brake, Allen J.
Sheerin and Bryan Morford.


                         REDDI BRAKE SUPPLY CORPORATION



                         By:                                                
                            ------------------------------------------------
                            Name:                                           
                                 -------------------------------------------
                            Title:                                          
                                  ------------------------------------------


                         SELLERS


                                                                            
                         ---------------------------------------------------
                         Allen J. Sheerin


                                                                            
                         ---------------------------------------------------
                         Bryan Morford





                                      B-1
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                                  EXHIBIT B-2

                              FORM OF CERTIFICATE


                 Pursuant to Section 4.1 of that certain Escrow Agreement,
dated June 3, 1996 (the "Escrow Agreement"), by and among Reddi Brake Supply
Corporation, a Nevada corporation ("Reddi Brake"), Allen J. Sheerin and
Corporate Stock Transfer, Inc., as Escrow Agent, the undersigned do hereby
request the distribution to Reddi Brake, for [cancellation or holding as
treasury shares], of ______________ shares of Reddi Brake Common Stock, par
value $.0001 per share, issued in the name of Allen J. Sheerin (the "Released
Shares") and do hereby certify as follows:

                          (i)     This certificate is being furnished in
conformity with the terms of Section 4.1 of the Escrow Agreement; and

                          (ii)    Reddi Brake is entitled to receipt of the
Released Shares pursuant to the provisions of Section 11.2 of that certain
Stock Purchase Agreement, dated as of June 28, 1996, between Reddi Brake and
Allen J. Sheerin.


                            REDDI BRAKE SUPPLY CORPORATION



                            By:                                                
                               ------------------------------------------------
                               Name:                                           
                                    -------------------------------------------
                               Title:                                          
                                     ------------------------------------------


                            SELLER


                                                                               
                            ---------------------------------------------------
                            Allen J. Sheerin





                                      B-2