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                                                                   EXHIBIT 10.47

                              WARRANT TO PURCHASE
                              
                        1,200,000 SHARES OF COMMON STOCK
                        

  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
  ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
  UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
  REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.


                             INCO HOMES CORPORATION
                             
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

         THIS CERTIFIES THAT, for value received, OVERLAND COMPANY, INC., a
California corporation (the "Investor"), is entitled to purchase, on the terms
hereof, One Million Two Hundred Thousand (1,200,000) shares of common stock
("Common Stock") of INCO HOMES CORPORATION, a Delaware corporation (the
"Company"), at a purchase price as set forth herein.

        I.       EXERCISE OF WARRANT.  The terms and conditions upon which this
Warrant may be exercised, and the Common Stock covered hereby (the "Warrant
Shares") may be purchased, are as follows:

                 A.       Exercise.  This Warrant, with respect to One Million
Two Hundred Thousand (1,200,000) of the Warrant Shares, may be exercised in
whole or in part any time from the date hereof and ending on the date which is
eighteen (18) months following the date hereof (the "Initial Exercise Period").
If, at the end of the Initial Exercise Period, Investor has not exercised this
Warrant to purchase at least 600,000 of the Warrant Shares, this Warrant will
expire with respect to such Warrant Shares in excess of 600,000 shares.  With
respect to the Warrant Shares for which this Warrant has not expired pursuant
to the immediately preceding sentence and as to which this Warrant has not been
exercised, this Warrant may be exercised in whole or in part any time from the
first day after the Initial Exercise Period and ending on the date which is
three (3) years from the date of this Warrant (the "Final Exercise Period"),
after which time this Warrant shall terminate and shall be void and of no
further force or effect.

                 B.       Purchase Price.  Subject to adjustment as set forth
in this Warrant, the purchase price for the Warrant Shares to be issued upon
exercise of this Warrant during the Initial Exercise Period shall be $0.875 per
share, and the purchase price for the Warrant Shares to be issued upon exercise
of this Warrant during the Final Exercise Period shall be $1.625 per share.

                 C.       Method of Exercise.  The exercise of the purchase
rights evidenced by this Warrant shall be affected by (a) the surrender of the
Warrant, together with a duly executed copy of the form of subscription
attached hereto (with the representations and warranties made therein), to the
Company at its principal offices and (b) the delivery of the purchase price by



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check or bank draft payable to the Company's order for the number of shares for
which the purchase rights hereunder are being exercised or any other form of
consideration approved by the Company's Board of Directors.

                 D.       Issuance of Shares.  In the event the purchase rights
evidenced by this Warrant are exercised in whole or in part, a certificate or
certificates for the purchased shares shall be issued to the Investor as soon
as practicable.  In the event the purchase rights evidenced by this Warrant are
exercised in part, the Company will also issue to the Investor a new warrant
representing the unexercised purchase rights.

         II.     NET ISSUANCE.

                 A.       Right to Convert.  In addition to and without
limiting the rights of the Investor under the terms of the Warrant, the
Investor shall have the right to convert the Warrant or any portion thereof
(the "Conversion Right") into shares of Common Stock as provided in this
Section II.A at any time or from time to time during the term of the Warrant.
Upon exercise of the Conversion Right with respect to a particular number of
shares subject to the Warrant (the "Converted Warrant Shares"), the Company
shall deliver to the Investor (without payment by the Investor of any exercise
price or any cash or other consideration) that number of shares of fully paid
and nonassessable Common Stock computed using the following formula:

                 X = Y(A-B)
                     ------
                        A

                 Where    X =     the number of shares of Common Stock 
                                  to be issued to the Investor.

                          Y =     the number of Converted Warrant Shares.

                          A =     the fair market value of one share of 
                                  the Company's Common Stock on the 
                                  Conversion Date (as defined below).

                          B =     the per share exercise price of the 
                                  Warrant (as adjusted to the 
                                  Conversion Date).

The Conversion Right may only be exercised with respect to a whole number of
shares subject to the Warrant.  No fractional shares shall be issuable upon
exercise of the Conversion Right, and if the number of shares to be issued
determined in accordance with the foregoing formula is other than a whole
number, the Company shall pay to the Investor an amount in cash equal to the
fair market value of the resulting fractional share on the Conversion Date.
Shares issued pursuant to the Conversion Right shall be treated as if they were
issued upon the exercise of the Warrant.

                 B.       Method of Exercise.  The Conversion Right may be
exercised by the Investor by the surrender of the Warrant at the principal
office of the Company together with a written statement specifying that the
Investor thereby intends to exercise the Conversion Right and indicating the
number of shares subject to the Warrant which are being surrendered (referred
to in Subsection


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II.A hereof as the Converted Warrant Shares) in exercise of the Conversion
Right.  Such conversion shall be effective upon receipt by the Company of the
Warrant together with the aforesaid written statement, or on such later date as
is specified therein (the "Conversion Date").  Certificates for the shares
issuable upon exercise of the Conversion Right and, if applicable, a new
warrant evidencing the balance of the shares remaining subject to the Warrant,
shall be issued as of the Conversion Date and shall be delivered to the
Investor promptly following the Conversion Date.

                 C.       Determination of Fair Market Value.  For purposes of
this Section II, fair market value of a share of Common Stock on the Conversion
Date shall mean:

                          1.      If traded on a stock exchange, the fair
market value of the Common Stock shall be deemed to be the average of the
closing selling prices of the Common Stock on the stock exchange determined by
the Company's Board of Directors to be the primary market for the Common Stock
over the ten (10) trading day period ending on the date prior to the Conversion
Date, as such prices are officially quoted in the composite tape of
transactions on such exchange;

                          2.      If traded over-the-counter, the fair market
value of the Common Stock shall be deemed to be the average of the closing bid
prices (or, if such information is available, the closing selling prices) of
the Common Stock over the ten (10) trading day period ending on the date prior
to the Conversion Date, as such prices are reported by the National Association
of Securities Dealers through its NASDAQ system or any successor system; and

                          3.      If there is no public market for the Common
Stock, then the fair market value shall be determined by mutual agreement of
the Investor and the Company, and if the Investor and the Company are unable to
so agree, by an investment banker of national reputation selected by the
Company and reasonably acceptable to the Investor.

         III.    CERTAIN ADJUSTMENTS.

                 A.       Common Stock Dividends; Split or Subdivision of
Shares.  If at any time while this Warrant remains outstanding and unexpired,
the Company should effect a split or subdivision of the outstanding shares of
Common Stock or pay a dividend with respect to Common Stock payable in shares
of Common Stock, or make any other distribution with respect to Common Stock,
then the purchase price shall be correspondingly decreased and the number of
shares of Common Stock issuable upon exercise of the Warrant shall be increased
to the product obtained by multiplying the number of Warrant Shares purchasable
immediately prior to such purchase price adjustment by a fraction (A) the
numerator of which shall be the purchase price immediately prior to such
adjustment, and (B) the denominator of which shall be the purchase price
immediately after such adjustment.

                 B.       Mergers, Consolidations or Sale of Assets.  If at any
time there shall be a capital reorganization of the Common Stock (other than a
combination, reclassification, exchange or subdivision of Warrant Shares
otherwise provided for herein), or a merger or consolidation of the Company


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with or into another corporation in which the Company is not the surviving
corporation, or the sale of the Company's properties and assets as, or
substantially as, an entirety to any other person, then, as a part of such
reorganization, merger, consolidation or sale, lawful provision shall be made
so that the Investor shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified in this Warrant and upon payment of
the purchase price then in effect, the number of shares of stock or other
securities or property of the successor corporation resulting from such
reorganization, merger, consolidation or sale, to which a holder of the Warrant
Shares deliverable upon exercise of this Warrant would have been entitled under
the provisions of the agreement in such reorganization, merger, consolidation
or sale if this Warrant had been exercised immediately before that
reorganization, merger, consolidation or sale.  In any such case, appropriate
adjustment (as determined in good faith by the Company's Board of Directors)
shall be made in the application of the provisions of this Warrant with respect
to the rights and interests of the Investor after the reorganization, merger,
consolidation or sale to the end that the provisions of this Warrant (including
adjustment of the purchase price then in effect and the number of shares of
Warrant Shares) shall be applicable after that event, as near as reasonably may
be, in relation to any shares or other property deliverable after that event
upon exercise of this Warrant.

                 C.       Reclassification.  If the Company at any time shall,
by subdivision, combination or reclassification of securities or otherwise,
change any of the Warrant Shares into the same or a different number of
securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as a result of such change with respect to the Warrant Shares
immediately prior to such subdivision, combination, reclassification or other
change.

                 D.       Combination of Shares.  If at any time while this
Warrant remains outstanding and unexpired, the number of shares of Common Stock
outstanding is decreased by a combination of the outstanding shares of Common
Stock, then the purchase price shall be correspondingly increased and the
number of shares of Common Stock issuable upon exercise of the Warrant shall be
decreased to the product obtained by multiplying the number of Warrant Shares
purchasable immediately prior to such purchase price adjustment by a fraction
(A) the numerator of which shall be the purchase price immediately prior to
such adjustment, and (B) the denominator of which shall be the purchase price
immediately after such adjustment.

                 E.       Certificate as to Adjustments.  In the case of each
adjustment or readjustment of the purchase price pursuant to this Section III,
the Company will promptly compute such adjustment or readjustment in accordance
with the terms hereof and cause a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based to be delivered to the holder of this Warrant.  The
Company will, upon the written request at any time of the holder of this
Warrant, furnish or cause to be furnished to such holder a certificate setting
forth:


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                 1.      Such adjustments or readjustments;
                 2.      The purchase price at the time in effect; and
                 3.      The number of Warrant Shares and the amount, if any, 
                         of other property at the time receivable upon the 
                         exercise of the Warrant.

         IV.     FRACTIONAL SHARES.  No fractional shares shall be issued in
connection with any exercise of this Warrant.  In lieu of the issuance of such
fractional share, the Company shall make a cash payment equal to the then fair
market value of such fractional share as determined by the Company's Board of
Directors.

         V.      RESERVATION OF COMMON STOCK.  The Company shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the exercise of this Warrant; and if
at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the exercise of the entire Warrant, in addition to
such other remedies as shall be available to the holder of this Warrant, the
Company will use its reasonable best efforts to take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized by
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes.

         VI.     PRIVILEGE OF STOCK OWNERSHIP.  Prior to the exercise of this
Warrant, the Investor shall not be entitled, by virtue of holding this Warrant,
to any rights of a stockholder of the Company, including (without limitation)
the right to vote, receive dividends or other distributions, exercise
preemptive rights or be notified of stockholder meetings, and such holder shall
not be entitled to any notice or other communication concerning the business or
affairs of the Company, except as required by law.

         VII.    LIMITATION OF LIABILITY.  No provision hereof, in the absence
of affirmative action by the holder hereof to purchase the Warrant Shares, and
no mere enumeration herein of the rights or privileges of the holder hereof,
shall give rise to any liability of such holder for the purchase price or as a
stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.

         VIII.   PAYMENT OF TAXES.  The Company shall pay all expenses in
connection with, and all taxes and other governmental charges (other than any
thereof on, based on or measured by, the net income of the holder thereof) that
may be imposed in respect of, the issue or delivery of the Warrant Shares.  The
Company shall not be required, however, to pay any tax or other charge imposed
in connection with any transfer involved in the issue of any certificate for
the Warrant Shares in any name other than that of the Investor, and in such
case, the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been
established to the Company's satisfaction that no such tax or other charge is
due.

         IX.     SUCCESSORS AND ASSIGNS.   The terms and provisions of this
Warrant shall be binding upon the Company and the Investor and their respective
successors and assigns.


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         X.      LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT.  Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonably expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.

         XI.     RESTRICTED SECURITIES.  The holder understands that this
Warrant and the Warrant Shares purchasable hereunder constitute "restricted
securities" under the federal securities laws inasmuch as they are, or will be,
acquired from the Company in transactions not involving a public offering and
accordingly may not, under such laws and applicable regulations, be resold or
transferred without registration under the Securities Act of 1933, as amended,
or an applicable exemption from registration.  In this connection, the holder
acknowledges that Rule 144 of the Securities and Exchange Commission is not
now, and may not in the future be, available for resales of this Warrant and
the Warrant Shares purchased hereunder.

         XII.    SATURDAYS, SUNDAYS AND HOLIDAYS.  If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or Sunday or shall be a legal holiday, then such
action may be taken or such right may be exercised, except as to the purchase
price, on the next succeeding day not a legal holiday.

         XIII.   GOVERNING LAW.  This Warrant shall be governed and construed
in accordance with the laws of the State of Delaware.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer and issued on the 26th day of December, 1996.

                                              INCO HOMES CORPORATION


                                              By:
                                                  ---------------------------
                                                         Ira C. Norris
                                                         President


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