EXHIBIT 10.47

                    FURTHER LEASE MODIFICATION AND AMENDMENT
            AGREEMENT TO STANDARD INDUSTRIAL LEASE-SPECIAL NET DATED
                                SEPTEMBER 1, 1990


         THIS  MODIFICATION AND AMENDMENT TO STANDARD  INDUSTRIAL  LEASE-SPECIAL
NET DATED  SEPTEMBER 1, 1990,  as modified on August 20, 1993  ("Amendment")  is
entered into effective as of the 15th day of October,  1999 ("Effective  Date"),
between GUY  CHRISTENSEN and JEANNE  CHRISTENSEN,  husband and wife; RUDY MACIAS
and  TINA  MACIAS,  husband  and  wife;  and  DON G.  HAIDL,  an  unmarried  man
(hereinafter  collectively  referred  to as "Lessor"  or  "Landlord")  and Asset
Liquidation Group, Inc. (hereinafter referred to as "Lessee" or "Tenant").

                                    RECITALS:

         WHEREAS,  the  parties  hereto  are  parties to that  certain  Standard
Industrial  Lease-Special  Net,  dated as of September  1, 1990,  as modified on
August 20, 1993 (the "Agreement" or "Lease"); and

         WHEREAS,  the parties hereto desire to further modify and amend certain
provisions of the Agreement;

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Lessor hereby grants Lessee the following right under the Lease:

         Lessor  hereby  grants to Lessee the right of first refusal to purchase
         the demised premises on the following terms and conditions:



<PAGE>




                           If  Landlord,  at any  time  during  the term of this
         Lease,  elects to sell the  property  referred to herein as the demised
         premises  or a portion  thereof,  Tenant  shall have the right of first
         refusal to meet any bona fide offer to  purchase  from a third party on
         the same terms and conditions of that offer,  including but not limited
         to the price and date for close of  escrow.  On  receipt of a bona fide
         third party offer for purchase of the demised  premises  that  Landlord
         desires to accept, Landlord shall notify Tenant in writing of the offer
         and its terms  and  conditions.  Tenant,  within  ten (10)  days  after
         receipt by Tenant of Landlord's  notice to Tenant  specifying the terms
         and conditions of sale, shall notify Landlord in writing whether or not
         Tenant  agrees to purchase the demised  premises or portion  thereof on
         the same terms and  conditions as contained in the third party offer. A
         failure  by Tenant to give  Landlord  written  notification  within the
         prescribed  time period shall be deemed  notice to Landlord that Tenant
         elects not to purchase the demised  premises.  If Tenant  elects not to
         purchase  the  demised  premises,  Landlord  shall  be free to sell the
         demised  premises or portion  thereof to such third party in accordance
         with the terms and  conditions  of the third  party  offer.  If for any
         reason the  demised  premises  or portion  thereof  are not sold to the
         party  making the offer,  Landlord  shall give Tenant the same right to
         purchase the demised  premises or portion  thereof upon  receiving  any
         subsequent  offer from any third party that is  acceptable to Landlord.
         The  transfer of  Landlord's  title to the demised  premises by will or
         intestacy  or to a trust for the  benefit  of  Landlord  or  Landlord's
         immediate  family shall not be deemed to be a sale under the provisions
         of this section.

         2. Lessor hereby grants Lessee the following right under the Lease:

         Lessor hereby grants to Lessee the right of first refusal to enter into
         a new  lease  of the  demised  premises  on  the  following  terms  and
         conditions:

                           If  Landlord,  at any  time  during  the term of this
         Lease,  elects to enter into a new lease of the  property  referred  to
         herein as the demised premises or a portion  thereof,  effective at the
         expiration  of the Term of this Lease,  Tenant  shall have the right of
         first  refusal to meet any bona fide offer to lease from a third  party
         that  Landlord  desires to accept on the same terms and  conditions  of
         that  offer,  including  but not  limited  to the rent  amount and term
         length of that bona fide  offer.  On receipt of a bona fide third party
         offer for lease of the demised  premises,  Landlord shall notify Tenant
         in writing of the offer and its terms and conditions. Tenant within ten
         (10)  days  after  receipt  by Tenant  of  Landlord's  notice to Tenant
         specifying the terms and conditions of lease,  shall notify Landlord in
         writing  whether  or not  Tenant  agrees  to enter  into a lease of the
         demised premises or portion  thereof,  at the expiration of the Term of
         the Lease,  on the same terms and  conditions as contained in the third
         party offer. A failure by Tenant to give Landlord written  notification
         within the  prescribed  time period shall be deemed  notice to Landlord
         that Tenant  elects not to enter into a lease of the  demised  premises
         pursuant  to the offer.  If Tenant  elects not to enter into a lease of
         the demised  premises,  Landlord shall be free to enter into a lease of
         the  demised  premises  or  portion  thereof  to such  third  party  in
         accordance  with the terms and conditions of the third party offer.  If
         for any reason the demised  premises or portion  thereof are not leased
         to the party  making the  offer,  Landlord  shall give  Tenant the same
         right to lease the demised  premises or portion  thereof upon receiving
         any  subsequent  offer  from any  third  party  that is  acceptable  to
         Landlord.

         3.  Limitation of Amendment.  This Amendment shall be limited solely to
the  matters  expressly  set forth  herein and shall  not,  except to the extent
expressly  set forth  herein,  constitute  an  amendment  of any  other  term or
condition of the Agreement or otherwise modify the Agreement.

         4.  Effectiveness.  This  Amendment  shall  become  effective  upon the
Effective Date. This Amendment may be executed in two or more counterparts, each
of which shall be an original,  but all of which shall constitute one agreement.
A facsimile of an executed copy of this Amendment  shall have the same force and
effect as an original executed copy.



<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first set forth above.

LESSORS:                                    GUY CHRISTENSEN



                                            JEANNE CHRISTENSEN



                                            RUDY MACIAS



                                            TINA MACIAS



                                            DON G. HAIDL




LESSEE:                                     ASSET LIQUIDATION GROUP, INC.

                                            By:______________________________

                                            Print Name and Title


                                            By:______________________________

                                            Print Name and Title