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                                                                 Exhibit 10.47


                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


         This First Amendment to Employment Agreement (this "First Amendment")
is entered into as of January 1, 1998 by and between Leslie B. Fox ("Employee")
and LEAF Asset Management, Inc., an Ohio corporation ("LEAF") and Lexford, Inc.
(formerly known as Cardinal Realty Services, Inc.) ("Employer").

                                    RECITALS:

         A. Employee, Employer and LEAF are a party to that certain Employment
Agreement dated as of June 1, 1997 (the "Employment Agreement").

         B. Terms which are used but not otherwise defined in this First
Amendment have the meanings given them in the Employment Agreement. The Employer
desires to change Employee's employment from LEAF to Employer, to increase the
Base Compensation of Employee for the remainder of the term, to modify the
provisions relating to the Stock Bonus and Cash Bonus and provide other equity
incentives.

         NOW THEREFORE, Employer and Employee agree to amend the Employment
Agreement as provided in this First Amendment:

         1.       Amendments to Employment Agreement.

                  (a)      From and after the date of this First Amendment, all
                           references to "Employer" in the Employment Agreement
                           shall refer to Lexford, Inc. and not LEAF.

                  (b)      From and after the date of this First Amendment, all
                           references to "CRSI" are deleted and replaced with
                           "Employer."

                  (c)      Section 1(b) of the Employment Agreement is hereby
                           amended by deleting the term "Executive Vice
                           President of Investment Management" and replacing it
                           with "Executive Vice President and Chief Operating
                           Officer."

                  (d)      Section 1(b)(ii) of the Employment Agreement is
                           hereby amended by deleting the term "Chief Investment
                           Officer" and replacing it with "Chief Operating
                           Officer."

                  (e)      Sections 1(b) and 1(c) of the Employment Agreement
                           are hereby amended by deleting the phrase "(including
                           Employer)" in both sections.

                  (f)      Section 1(c) of the Employment Agreement is further
                           amended by deleting the phrase "or CRSI" in the
                           second sentence of section 1(c).


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                  (g)      Section 2(b) of the Employment Agreement is hereby
                           amended by deleting the clause "the limited liability
                           company organizational documents of Employer" near
                           the end of the second sentence and replacing it with
                           "or other organizational documents of Employer."

                  (h)      Section 3(a) of the Employment Agreement is amended
                           by adding the following paragraphs:

                           (v)      Notwithstanding the foregoing, the
                                    Employee's Base Compensation from and after
                                    January 1, 1998 shall be Two Hundred Thirty
                                    Thousand ($230,000) annually payable in
                                    equal bi-monthly installments.

                           (vi)     Employee's Base Compensation for fiscal 1998
                                    shall be paid in equal bi-monthly
                                    installments of cash and quarterly
                                    installments of shares of Common Stock as
                                    follows:

                                    (A)     Two Hundred Thousand Dollars 
                                            ($200,000) in cash, and

                                    (B)     Thirty Thousand Dollars ($30,000) in
                                            shares of Common Stock of Employer
                                            valued at "Fair Market Value" (as
                                            defined below) on the date of
                                            issuance (i.e., the last day of each
                                            calendar quarter in which Employer's
                                            Common Stock is traded).

                           (vii)    For purposes of this Employment Agreement
                                    "Fair Market Value" shall mean the closing
                                    price of Employer's Common Stock on the
                                    NASDAQ National Market System on the date of
                                    issuance, or if Employer's Common Stock is
                                    not listed or admitted to trading in such
                                    system, the principal securities exchange on
                                    which Employer's Common Stock is listed or
                                    admitted to trading.

                  (i)      Section 3(b) of the Employment Agreement is hereby
                           deleted in its entirety, and the following section is
                           substituted therefor:

                              (b)   From and after January 1, 1998 and for so
                                    long as this Employment Agreement remains in
                                    effect, Employer shall pay to Employee bonus
                                    compensation as follows:

                                    (i)      For Employer's 1998 fiscal year,
                                             and for each fiscal year thereafter
                                             during which this Employment
                                             Agreement remains in effect,
                                             Employer will pay to Employee a
                                             cash bonus ("Cash Bonus")
                                             determined on the basis of the
                                             increase, if any, of Employer's
                                             "Adjusted EBITDA" (as defined in
                                             Employer's Annual Report on Form
                                             10-K) when compared to Employer's
                                             Adjusted EBITDA for its 



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                                             immediately preceding fiscal year,
                                             as reported in Employer's Annual
                                             Report on Form 10-K to be filed
                                             with the Securities and Exchange
                                             Commission ("Comparison EBITDA")
                                             and measured as a percentage of
                                             Comparison EBITDA, as follows:

<TABLE>
<CAPTION>
                  Adjusted EBITDA expressed                                     Cash Bonus Expressed
                  as Percentage of Comparison                                   Percentage of Base
                  EBITDA                                                        Compensation
                  ---------------------------                                   --------------------
<S>               <C>                                                           <C>
                  Up to 103%                                                    0

                  Greater than 103% up to 110%                                  Percentage Increase in Comparison EBITDA
                                                                                (above 103%) multiplied by 1.5;
                                                                                plus, if applicable

                  Greater than 110% up to 120%                                  Additional Percentage Increase in Comparison
                                                                                EBITDA  (above 110%)  multiplied by
                                                                                2; plus if applicable

                  Greater than 120%
                                                                                Additional Percentage Increase in
                                                                                Comparison EBITDA (above 120%)
                                                                                multiplied by 2.5, but not to exceed 60%
                                                                                of Base Compensation

</TABLE>


                           (ii)     For purposes of determining the Cash Bonus,
                                    if any, payable to Employee on account of
                                    Employer's 1998 fiscal year, Employee and
                                    Employer agree that Employee's 1998 Base
                                    Compensation will equal Two Hundred and
                                    Thirty Thousand Dollars ($230,000) and the
                                    maximum Cash Bonus payable to Employee on
                                    account of Employer's 1998 fiscal year
                                    equals One Hundred Forty-Four Thousand
                                    Dollars ($144,000).

                           (iii)    Employee's Cash Bonus, if any, due under
                                    this Section 3(b) shall be paid within
                                    thirty (30) days after Adjusted EBITDA is
                                    calculated from the applicable final audited
                                    year end income statements of Employer.

                           (iv)     In addition to the Cash Bonus, for
                                    Employer's 1998 fiscal year, and for each
                                    fiscal year thereafter during which this
                                    Agreement remains 



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                                    in effect, Employer shall, and hereby does
                                    grant to Employee a stock bonus ("Stock
                                    Bonus"; and together with the Cash Bonus,
                                    the "Bonus") payable in shares of Employer's
                                    Common Stock (the "Common Stock"), in
                                    accordance with and subject to a Deferred
                                    Shares Award Agreement (the "Deferred Shares
                                    Agreement") to be entered into between
                                    Employer and Employee in customary form
                                    reasonably acceptable to Employer and
                                    Employee. The dollar amount of the Stock
                                    Bonus will be determined on the same basis
                                    as the Cash Bonus (including the limitations
                                    set forth in Section 3(b)(ii) and the
                                    partial-year provision set forth in Section
                                    6(c)), except that the dollar value of the
                                    Stock Bonus as a percentage of Base
                                    Compensation will be as follows:

<TABLE>
<CAPTION>
                  Adjusted EBITDA expressed                             Dollar Value of Stock
                  as a Percentage of                                    Bonus Expressed as
                  Comparison EBITDA                                     Percentage of Base Compensation
                  -------------------------                             ---------------------------------
<S>              <C>                                                    <C>
                  Up to 103%                                            0

                  Greater than 103% up to 105%                          Equivalent to Percentage Increase in
                                                                        Comparison EBITDA; plus if applicable

                  Greater than 105% up to 110%                          Additional percentage increase in
                                                                        Comparison EBITDA multiplied by 2, plus
                                                                        if applicable

                  Greater that 110%                                     Additional Percentage Increase in
                                                                        Comparison EBITDA multiplied by 3, but
                                                                        not to exceed 30% of Base Compensation

</TABLE>

                           (v)      The number of shares constituting the Stock
                                    Bonus payable to Employee will be determined
                                    by dividing (A) the dollar value of the
                                    Stock Bonus determined in accordance with
                                    the table above by (B) the closing price of
                                    Employer's Common Stock on the NASDAQ
                                    National Market System, or if Employer's
                                    Common Stock is not listed or admitted to
                                    trading in such system, the principal
                                    securities exchange on which Employer's
                                    Common Stock is listed or admitted to
                                    trading on the last trading date in the
                                    period for which the Stock Bonus is
                                    calculated (i.e. December 31, or the last
                                    closing price for the Common Stock
                                    immediately preceding the date Employee
                                    ceases employment with Employer). Any stock
                                    Bonus which Employee is entitled to receive
                                    from Employer shall be issued on the same
                                    date as the Cash Bonus for the same period.



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                                    No fractional share shall be payable to
                                    Employee in connection with the Stock Bonus,
                                    but Employee will be entitled to a cash
                                    payment equal to the dollar value of any
                                    fractional share to which she would
                                    otherwise be entitled under the Stock Bonus,
                                    to be paid to Employee together with the
                                    payment of Employee's Cash Bonus hereunder.

                  (j)      Section 3(c)(ii) of the Employment Agreement is
                           hereby amended by deleting subclauses A, B and C in
                           their entirety and replacing them with the following:

                           (A)      One-half on January 1, 1998,

                           (B)      One-quarter on January 1, 1999, and

                           (c)      One-quarter on January 1, 2000.

                  (k)      Section 3(c) of the Employment Agreement is hereby
                           amended by deleting Section 3(c)(iii) in its entirety
                           and renumbering Section 3(c)(iv) to Section
                           3(c)(iii).

                  (l)      Section 3(f) of the Employment Agreement is hereby
                           amended by deleting the phrase "(ii) be due and
                           payable upon the earliest of each sale of any shares
                           of the Common Stock so pledged (to the extent of the
                           net proceeds of such sale with any balance remaining
                           being thereafter due as otherwise provided under this
                           Section 3(f))" and replacing it with the following:

                           (iii)    be due upon the earliest of three (3) years
                                    from the date of the loan (to the extent of
                                    the proceeds of such sale with any remaining
                                    balance being thereafter due as originally
                                    scheduled)

                  (m)      Section 3 of the Employment Agreement is hereby
                           further amended by adding the following:

                           (g)      Further, Employer shall, and hereby does,
                                    grant to Employee a right to receive
                                    forty-eight thousand (48,000) shares of
                                    Common Stock (the "Performance Equity
                                    Shares"), subject to the vesting
                                    requirements set forth in that certain
                                    Restricted Shares Agreement dated January 1,
                                    1998 to be entered into between Employer and
                                    Employee, in customary form reasonably
                                    acceptable to Employer and Employee. Such
                                    Restricted Shares Agreement will provide
                                    that the Performance Equity Shares will vest
                                    in three tranches subject to the later of:
                                    (i) Employer's attaining the "Performance
                                    Goals" (as that term is defined in
                                    Employer's 1997 Performance Equity Plan);
                                    and (ii) Employee's continuing employment 
                                    with 


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                                    Employer or a subsidiary of Employer on
                                    January 1, 1998 (as to a maximum of
                                    one-third of the Performance Equity Shares),
                                    January 1, 1999 (as to a maximum of
                                    two-thirds of the Performance Equity Shares)
                                    and January 1, 2000 (with respect to up to
                                    all of the Performance Equity Shares).

                           (h)      Employer shall issue to The Provident Bank,
                                    a state chartered bank, in its capacity as
                                    Trustee under that certain Executive
                                    Deferred Compensation Rabbi Trust Agreement
                                    dated as of April 18, 1996 (the "Trust
                                    Agreement"), or any successor trustee
                                    thereunder ("Trustee"), for the benefit of
                                    Employee, at no additional consideration or
                                    cost to Employee, up to five thousand
                                    (5,000) shares of the Common Stock for each
                                    share of Common Stock of Employer purchased
                                    by Employee from the date of this Agreement
                                    through and including March 31, 1999 (the
                                    "Matching Stock"). Any Matching Stock which
                                    Trustee is entitled to receive from Employer
                                    shall be issued to Trustee within thirty
                                    (30) days of Employee's purchase of any
                                    shares of Common Stock and shall be subject
                                    to all restrictions and limitations imposed
                                    by applicable state and federal securities
                                    laws and regulations. Notwithstanding the
                                    provisions of Section 3(b)(iv) of this
                                    Agreement, in the event that Employee shall
                                    be entitled to the payment of a Cash Bonus
                                    on account of Employer's 1998 fiscal year,
                                    then, in such event, on or before March 31,
                                    1999 Employee may furnish Employer with her
                                    written election to receive shares of Common
                                    Stock having a fair market value (such fair
                                    market value to be determined in the same
                                    manner as shares of Common Stock issuable to
                                    the Trustee for the benefit of Employee on
                                    account of Employee's Stock Bonus for
                                    Employer's 1998 fiscal year) in an amount
                                    specified by Employee in such written
                                    election in lieu of such Cash Bonus.
                                    Employee may make such an election only on
                                    account of Employer's 1998 fiscal year. Any
                                    shares of Common Stock so issued to the
                                    Trustee for the benefit of Employee on
                                    account of such written election will, in
                                    turn, qualify under this Section 3(h) as
                                    shares of Common Stock purchased by Employee
                                    and, accordingly, the Trustee will be
                                    entitled to receive one share of Matching
                                    Stock on account of each share of Common
                                    Stock issued to Trustee for the benefit of
                                    Employee in lieu of Employee's Cash Bonus in
                                    accordance with the provisions of this
                                    Section 3(h).

                  (n)      Section 4(c) of the Employment Agreement is hereby
                           amended by deleting the clause "(including Employer)"
                           in the first and second sentences of such Section.

                  (o)      Section 6(a)(i) of the Employment Agreement is 
                           hereby deleted.



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                  (p)      Section 6(c) of the Employment Agreement is hereby
                           amended by deleting the clause "(iii) all of her
                           shares of Restricted Stock and future right to
                           receive the Fund Incentive Payment awarded pursuant
                           to Section 3(c)(iii) of this Employment Agreement"
                           and replace it with the following:

                           (iii)    all of her shares of Restricted Stock and
                                    Performance Equity Shares (;provided,
                                    however, that with respect to shares of
                                    Restricted Stock and Performance Equity
                                    Shares awarded pursuant to Section 3(c)(ii)
                                    and 3(g) Employee's vested right to such
                                    shares shall be limited solely to those
                                    shares which have vested prior to the date
                                    of termination together with those shares
                                    which would have otherwise vested on or
                                    before the January 1 following the date of
                                    termination had Employee remained employed
                                    with Employer).

                  (q)      Section 6(d) of the Employment Agreement is hereby
                           amended by adding the following clause at the end of
                           such Section:

                           Notwithstanding anything contained herein to the
                           contrary, in the event Employee's Employment
                           Agreement is terminated by Employee prior to May 31,
                           2000, then Employee shall be entitled to only those
                           shares of Restricted Stock and Performance Equity
                           Shares awarded pursuant to Section 3(c)(ii) and 3(g)
                           that have vested on or before the January 1
                           immediately preceding the date of termination.

                  (r)      Section 6(d) of the Employment Agreement is hereby
                           further amended by deleting "(c)" in the last line of
                           Section 6(d).

         2.       Miscellaneous.

                  (a) Effect of Amendment. Except as specifically provided
         herein, this First Amendment does not in any way waive, amend, modify,
         affect or impair the terms and conditions of the Employment Agreement,
         and all terms and conditions of the Employment Agreement are to remain
         in full force and effect unless otherwise specifically amended, waived
         or changed pursuant hereto.

                  On and after the date of this First Amendment, each reference
         in the Employment Agreement to "this Agreement", "hereunder", "hereof",
         "herein" or words of like import referring to the Employment Agreement
         shall mean and be a reference to the Employment Agreement as heretofore
         amended and as further amended by this First Amendment.

                  This First Amendment constitutes the entire agreement among
         the parties pertaining to the subject matter hereof and supersedes all
         prior and contemporaneous agreements, understandings, representations
         or other arrangements, whether express or 




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         implied, written or oral, of the parties in connection therewith except
         to the extent expressly incorporated or specifically referred to
         herein.

                  (b) Counterparts. This First Amendment may be executed in any
         number of counterparts and by different parties hereto in separate
         counterparts, each of which when so executed and delivered shall be
         deemed an original, but all such counterparts together shall constitute
         but one and the same instrument.

                  (c) Governing Law. This First Amendment shall be governed by,
         and shall be construed and enforced in accordance with, the internal
         laws of the State of Ohio, without regard to conflicts of laws
         principles.

         IN WITNESS WHEREOF, Employer and Employee have signed this First
Amendment so as of the date hereinabove provided.


                                    LEAF ASSET MANAGEMENT, INC.
Attest:

/s/ Christine Gallion               By: /s/ John B. Bartling, Jr.
----------------------------            --------------------------------------
                                          John B. Bartling, Jr., President and
/s/ Bradley A. Van Auken                  Chief Executive Officer
----------------------------

/s/ Christine Gallion               LEXFORD, INC.
----------------------------

/s/ Bradley A. Van Auken
----------------------------
                                    By: /s/ John B. Bartling, Jr.
                                        -------------------------------------
                                        John B. Bartling, Jr. President and
                                        Chief Executive Officer


/s/ Christine Gallion                   /s/ Leslie B. Fox
----------------------------            --------------------------------------

                                    LESLIE B. FOX
/s/ Bradley A. Van Auken
----------------------------




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