EXHIBIT 10.11

                            INDEMNIFICATION AGREEMENT


        THIS INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of the 12th
day of May, 1997, by and between ASD Group, Inc., a Delaware corporation with
its principal place of business at 1 Industry Street, Poughkeepsie, New York
12603 (the "Company"), and , who resides at (the "Executive").


                                R E C I T A L S:

         A. The Company currently receives the benefits of the services of the
Executive as a member of the Company's Board of Directors and an executive
officer.

         B. The Executive has requested indemnification and the Company is
willing to indemnify the Executive as a member of the Company's Board of
Directors and an executive officer to the fullest extent permitted by applicable
law and regulation.

         NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, the Company and the Executive agree as follows:

         SECTION 1. MANDATORY INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS
OTHER THAN THOSE BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 4 hereof
and to the extent and except as otherwise provided hereunder, the Company shall
indemnify and hold harmless the Executive from and against any and all claims,
damages, reasonable expenses (including, without limitation, attorneys' and
paralegals' fees), judgments, penalties, fines (including excise taxes assessed
with respect to an employee benefit plan) and amounts paid in settlement and all
other liabilities actually incurred by the Executive in connection with the
investigation, defense, prosecution, settlement or appeal of any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company) and to which the Executive was or is a party or is threatened to be
made a party by reason of the fact that the Executive is or was a director,
officer, stockholder, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, or by reason of anything done or not done by
the Executive in any such capacity or capacities; provided, however, that this
Agreement shall not eliminate or limit the liability of the Executive (i) for
any breach of the Executive's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for the willful or
negligent payment of unlawful dividends or unlawful stock repurchases or
redemptions in violation of Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the Executive derived
an improper personal benefit. For purposes of this Agreement, the Executive is
considered to be serving as a fiduciary or similar capacity or as an agent of an

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employee benefit plan at the Company's request if his duties to the Company also
impose duties on, or otherwise involve services by, the Executive to the plan or
to participants in or beneficiaries of the plan. Notwithstanding the foregoing,
the Company shall only indemnify the Executive for amounts paid in settlement if
such settlement was consented to by the Company, which consent shall not be
unreasonably withheld.

         SECTION 2. MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE
RIGHT OF THE COMPANY. Subject to Section 4 hereof and to the extent and except
as otherwise provided hereunder, the Company shall indemnify and hold harmless
the Executive from and against any and all reasonable expenses (including,
without limitation, attorneys' and paralegals' fees) and/or amounts paid in
settlement actually incurred by the Executive in connection with the
investigation, defense, settlement or appeal of any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor and to which the Executive was or is a party or is threatened to be
made a party by reason of the fact that the Executive is or was a director,
officer, stockholder, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, or by reason of anything done or not done by
the Executive in such capacity or capacities, provided that (i) the Executive
acted in good faith and in a manner the Executive reasonably believed to be in
or not opposed to the best interests of the Company (ii) indemnification for
amounts paid in settlement shall not exceed the estimated expense of litigating
the proceeding to conclusion, (iii) no indemnification shall be made in respect
of any claim, issue or matter as to which the Executive shall have been adjudged
to be liable for misconduct in the performance of his duty to the Company unless
and only to the extent that the court in which such action, suit or proceeding
was brought (or any other court of competent jurisdiction) shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the Executive is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper, and (iv) no
indemnification shall be made in respect of any claim, issue or matter in which
the Executive shall have been adjudged to be liable for any willful or negligent
payment of unlawful dividends or unlawful stock repurchases or redemptions in
violation of Section 174 of the General Corporation Law of the State of Delaware
or for any transaction in which the Executive derived a personal benefit.
Notwithstanding the foregoing, the Company shall only indemnify the Executive
for amounts paid in settlement, if such settlement was consented to by the
Company, which consent shall not be unreasonably withheld.

         SECTION 3. MANDATORY INDEMNIFICATION AGAINST EXPENSES INCURRED WHILE
TESTIFYING. Subject to Section 5 hereof, the Corporation shall indemnify the
Executive against expenses (including attorneys' fees and paralegals' fees)
incurred or paid by the Executive as a result of providing testimony in any
proceeding, whether civil, criminal, administrative or investigative (including
but not limited to any action or suit by or in the right of the Corporation to
procure a judgment in its favor), by reason of the fact that the Executive is or
was an officer, director, 

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stockholder, employee, consultant, adviser or agent of the Corporation, or is or
was serving at the request of the Corporation as an officer, director, partner,
trustee, employee, adviser or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise

         SECTION 4. REIMBURSEMENT OF EXPENSES FOLLOWING ADJUDICATION OF
NEGLIGENCE. Except as otherwise specified in Section 2 herein, the Company shall
reimburse the Executive for any expenses (including attorneys' fees and
paralegals' fees) and amounts actually and reasonably incurred or paid by him in
connection with the investigation, defense, settlement or appeal of any action
or suit described in Section 2 hereof that results in an adjudication that the
Executive was liable for negligence, gross negligence or recklessness (but not
willful misconduct) in the performance of his duty to the Company; provided,
however, that the Executive acted in good faith and in a manner he believed to
be in the best interests of the Company.

         SECTION 5. AUTHORIZATION OF INDEMNIFICATION.

                           5.1 INDEMNIFICATION DETERMINATION. Any
indemnification under Sections 1 and 2 hereof (unless ordered by a court) and
any reimbursement made under Section 3 hereof, shall be made by the Company only
as authorized in the specific case upon a determination (the "Determination")
that indemnification or reimbursement of the Executive is proper in the
circumstances because the Executive has met the applicable standard of conduct
set forth in Sections 1, 2 or 3 hereof, as the case may be and which
Determination shall be based on the presumptions, if applicable, set forth in
this Section 5. Subject to Subsections 6.6, 6.7 and 6.8 of this Agreement, the
Determination shall be made in the following order of preference:

                                 (1) first, by the Company's Board of Directors
         (the "Board") by majority vote or consent of a quorum consisting of
         directors who are not, at the time of the Determination, named parties
         to such action, suit or proceeding ("Disinterested Directors"); or

                                 (2) next, if such a quorum of Disinterested
         Directors cannot be obtained, by majority vote of a committee duly
         designated by the Board (in which designation all directors, whether or
         not Disinterested Directors, may participate) consisting solely of two
         or more Disinterested Directors; or

                                 (3) next, if such a committee cannot be
         designated, by independent legal counsel (who may be the outside
         counsel regularly employed by the Company) in a written opinion; or

                                 (4) next, if such legal opinion cannot be
         obtained, by vote of the holders of a majority of the Company's common
         stock that are represented in person or by proxy and entitled to vote
         at a meeting called for such purpose or by a written consent of the
         holders of a majority of the outstanding shares of common stock of the
         Company in lieu thereof.

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                           5.2 NO PRESUMPTIONS. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the Executive did not act in good faith and in a manner which the Executive
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

                           5.3 BENEFIT PLAN CONDUCT. The Executive's conduct
with respect to an employee benefit plan for a purpose the Executive reasonably
believed to be in the interests of the participants in and beneficiaries of the
plan shall be deemed, in rendering a Determination, to be conduct that the
Executive reasonably believed to be not opposed to the best interests of the
Company.

                           5.4 RELIANCE AS SAFE HARBOR. For purposes of
rendering any Determination hereunder, the Executive shall be deemed to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe the Executive's
conduct was unlawful, if the Executive's action is based on (i) the records or
books of account of the Company or another enterprise, including financial
statements, (ii) information supplied to the Executive by the officers of the
Company or another enterprise in the course of their duties, (iii) the advice of
legal counsel for the Company or another enterprise, or (iv) information or
records given or reports made to the Company or another enterprise by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Company or another enterprise. The term
"another enterprise" as used in this Subsection 4.4 shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which the Executive is or was serving at the request of the
Company as a director, officer, partner, trustee, employee or agent. The
provisions of this Subsection 4.4 shall not be deemed to be exclusive or to
limit in any way the other circumstances in which the Executive may be deemed to
have met the applicable standard of conduct set forth in Sections 1, 2 or 3
hereof, as the case may be.

                           5.5 SUCCESS ON MERITS OR OTHERWISE. Notwithstanding
any other provision of this Agreement, to the extent that the Executive has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described in Sections 1 or 2 hereof, or in defense of any claim,
issue or matter therein, the Executive shall be indemnified against expenses
(including, without limitation, attorneys' and paralegals' fees) actually and
reasonably incurred by the Executive in connection with the investigation,
defense, settlement or appeal thereof. For purposes of this Subsection 4.5, the
term "successful on the merits or otherwise" shall include, but not be limited
to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of
any claim, action, suit or proceeding against the Executive without any express
finding of liability or guilt against the Executive, (ii) the expiration of 120
days after the making of any claim or threat of an action, suit or proceeding
without the institution of the same and without any promise or payment made to
induce a settlement, or (iii) the settlement of any action, suit or proceeding
under Section 1, 2 or 3 hereof pursuant to which the Executive pays less than
$10,000.

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                           5.6 PARTIAL INDEMNIFICATION OR REIMBURSEMENT. If the
Executive is entitled under any provision of this Agreement to indemnification
and/or reimbursement by the Company for some or a portion of the claims,
damages, expenses (including, without limitation, attorneys' and paralegals'
fees), judgments, fines or amounts paid in settlement by the Executive in
connection with the investigation, defense, settlement or appeal of any action
specified in Sections 1, 2 or 3 hereof, but not, however, for the total amount
thereof, the Company shall nevertheless indemnify and/or reimburse the Executive
for the portion thereof to which the Executive is entitled. The party or parties
making the Determination shall determine the portion (if less than all) of such
claims, damages, expenses (including, without limitation, attorneys' and
paralegals' fees), judgments, fines or amounts paid in settlement for which the
Executive is entitled to indemnification and/or reimbursement under this
Agreement.

         SECTION 6. PROCEDURES FOR DETERMINATION OF WHETHER STAN- DARDS HAVE
BEEN SATISFIED.

                           6.1 COSTS. All costs of making the Determination
required by Section 4 hereof shall be borne solely by the Company, including,
but not limited to, the costs of legal counsel, proxy solicitations and judicial
determinations, and all costs of defending any suits or proceedings challenging
payments to the Executive under this Agreement. Provided the Executive prevails
in such matter, the Company shall also be solely responsible for paying all
reasonable expenses incurred by the Executive to enforce this Agreement,
including, but not limited to, the costs incurred by the Executive to obtain
court-ordered indemnification pursuant to Section 8 hereof, regardless of the
outcome of such application or proceeding.

                           6.2 TIMING OF THE DETERMINATION. The Company shall
use its best efforts to make the Determination contemplated by Section 5 hereof
promptly. In addition, the Company agrees:

                                 (1) if the Determination is to be made by the
         Board or a committee thereof, such Determination shall be made not
         later than 15 days after a written request for a Determination (a
         "Request") is delivered to the Company by the Executive;

                                 (2) if the Determination is to be made by
         indepen- dent legal counsel, such Determination shall be made not later
         than 30 days after a Request is delivered to the Company by the
         Executive; and

                                 (3) if the Determination is to be made by the
         stockholders of the Company, such Determination shall be made not later
         than 90 days after a Request is delivered to the Company by the
         Executive.

The failure of the Company to use its best efforts to make a Determination
within the above-specified time period shall constitute a Determination
approving full indemnification or reimbursement of the Executive notwithstanding
anything herein to the contrary. A Determination may be made in advance of (i)
the Executive's payment (or incurring) of expenses

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with respect to which indemnification or reimbursement is sought, and/or (ii)
final disposition of the action, suit or proceeding with respect to which
indemnification or reimbursement is sought.

                           6.3 REASONABLENESS OF EXPENSES. Notwithstanding
anything contained herein to the contrary, prior to the payment of any expenses
hereunder, the Company shall determine the reasonableness of such expenses as
provided below. The Board shall use its best efforts to ensure that the
evaluation and finding as to the reasonableness of expenses incurred by the
Executive for purposes of this Agreement shall be made (in the following order
of preference) within 15 days of the Executive's delivery to the Company of a
request for reimbursement of expenses that includes a reasonable accounting of
expenses incurred:

                                 (1) first, by the Board by a majority vote of a
         quorum consisting of Disinterested Directors; or

                                 (2) next, if a quorum cannot be obtained under
         subdivision (1), by majority vote or consent of a committee duly
         designated by the Board (in which designation all directors, whether or
         not Disinterested Directors, may participate), consisting solely of two
         or more Disinterested Directors.

All expenses shall be considered reasonable for purposes of this Agreement if
the finding contemplated by this Subsection 6.3 is not made within the
prescribed time due to the Company's failure to use its best efforts to comply
therewith. The finding required by this Subsection 6.3 must be made in advance
of the payment (or incurring) of the expenses for which indemnification or
reimbursement is sought.

                           6.4 PAYMENT OF INDEMNIFIED AMOUNT. Immediately
following a Determination that the Executive has met the applicable standard of
conduct set forth in Sections 1, 2 or 3 hereof, as the case may be, and/or the
finding of reasonableness of expenses contemplated by Subsection 6.3 hereof, the
Company shall pay to the Executive in cash the amount to which the Executive is
entitled to be indemnified and/or reimbursed, as the case may be, without
further authorization or action by the Board; provided, however, that the
expenses for which indemnification or reimbursement is sought have actually been
incurred by the Executive and the Executive is able to provide appropriate
receipts.

                           6.5 STOCKHOLDER VOTE ON DETERMINATION. The Executive
and any other stockholder who is a party to the proceeding for which
indemnification or reimbursement is sought shall be entitled to vote on any
Determination to be made by the Company's stock- holders, including a
Determination made pursuant to Subsection 6.7 hereof. In addition, in connection
with each meeting at which a stockholder Determination will be made, the Company
shall solicit proxies that expressly include a proposal to indemnify or
reimburse the Executive. The Company proxy statement relating to the proposal to
indemnify or reimburse the Executive shall not include a recommendation against
indemnification or reimbursement.

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                           6.6 SELECTION OF INDEPENDENT LEGAL COUNSEL. If the
Determination required under Section 5 is to be made by independent legal
counsel, such counsel shall be selected by the Executive with the approval of
the Board of Directors, which approval shall not be unreasonably withheld. The
fees and expenses incurred by counsel in making any Determination (including
Determinations pursuant to Subsection 6.8 hereof) shall be borne solely by the
Company regardless of the results of any Determination and, if requested by
counsel, the Company shall give such counsel an appropriate written agreement
with respect to the payment of their fees and expenses and such other matters as
may be reasonably requested by counsel.

                           6.7 RIGHT OF EXECUTIVE TO APPEAL AN ADVERSE
DETERMINATION BY BOARD. If a Determination is made by the Board or a committee
thereof that the Executive did not meet the applicable standard of conduct set
forth in Sections 1, 2 or 3 hereof, upon the written request of the Executive
and the Executive's delivery of $500 to the Company, the Company shall cause a
new Determination to be made by the Company's stockholders at the next regular
or special meeting of stockholders. Subject to Section 9 hereof, such
Determination by the Company's stockholders shall be binding and conclusive for
purposes of this Agreement.

                           6.8 RIGHT OF EXECUTIVE TO SELECT FORUM FOR
DETERMINATION. If, at any time subsequent to the date of this Agreement,
"Continuing Directors", as defined below, do not constitute a majority of the
members of the Board, or there is otherwise a change in control of the Company
(as contemplated by Item 403(c) of Regulation S-K promulgated under the
Securities Act of 1933, as amended), then upon the request of the Executive, the
Company shall cause the Determination required by Section 4 hereof to be made by
independent legal counsel selected by the Executive and approved by the Board
(which approval shall not be unreasonably withheld), which counsel shall be
deemed to satisfy the requirements of Subsection 5.3 hereof. If none of the
legal counsel selected by the Executive are willing and/or able to make the
Determination, then the Company shall cause the Determination to be made by a
majority vote or consent of a Board committee consisting solely of Continuing
Directors. If there are no Continuing Directors, then the Company shall cause
the Determination required by Section 5 hereof to be made by the stockholders at
the next regular or special meeting of stockholders. For purposes of this
Agreement, a "Continuing Director" means either a member of the Board at the
date of this Agreement or a person nominated to serve as a member of the Board
by a majority of the then Continuing Directors.

                           6.9 ACCESS BY EXECUTIVE TO DETERMINATION. The Company
shall afford to the Executive and his representatives ample opportunity to
present evidence of the facts upon which the Executive relies for
indemnification or reimbursement, together with other information relating to
any requested Determination. The Company shall also afford the Executive the
reasonable opportunity to include such evidence and information in any Company
proxy statement relating to a stockholder Determination.

                           6.10 JUDICIAL DETERMINATIONS IN DERIVATIVE SUITS. In
each action or suit described in Section 2 hereof, the Company shall cause its
counsel to use its best efforts to obtain from the Court in which such action or
suit was brought (i) an express adjudication whether the Executive is liable for
negligence or misconduct in the performance of his duty to 

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the Company, and, if the Executive is so liable, (ii) a determination whether
and to what extent, despite the adjudication of liability but in view of all the
circumstances of the case (including this Agreement), the Executive is fairly
and reasonably entitled to indemnification.

         SECTION 7. SCOPE OF INDEMNITY. The actions, suits and proceedings
described in Sections 1 and 2 hereof shall include, for purposes of this
Agreement, any actions that involve, directly or indirectly, activities of the
Executive both in his official capacities as a Company director or officer and
actions taken in another capacity while serving as director or officer,
including, but not limited to, actions or proceedings involving (i) compensation
paid to the Executive by the Company, (ii) activities by the Executive on behalf
of the Company, including actions in which the Executive is plaintiff, (iii)
actions alleging a misappropriation of a "corporate opportunity," (iv) responses
to a takeover attempt or threatened takeover attempt of the Company, (v)
transactions by the Executive in Company securities, and (vi) the Executive's
preparation for and appearance (or potential appearance) as a witness in any
proceeding relating, directly or indirectly, to the Company. In addition, the
Company agrees that, for purposes of this Agreement, all services performed by
the Executive on behalf of, in connection with or related to any subsidiary of
the Company, any employee benefit plan established for the benefit of employees
of the Company or any subsidiary, any corporation or partnership or other entity
in which the Company or any subsidiary has a 5% ownership interest, or any other
affiliate of the Company, shall be deemed to be at the request of the Company.

        SECTION 8. ADVANCE FOR EXPENSES.

                           8.1 MANDATORY ADVANCE. Reasonable expenses
(including, without limitation, attorneys' and paralegals' fees) incurred by the
Executive in investigating, defending, settling or appealing any action, suit or
proceeding described in Sections 1 or 2 hereof shall be advanced by the Company
in advance of the final disposition of such action, suit or proceeding upon the
request by the Executive and said expenses shall be paid within 10 days
following the Executive's delivery to the Company of such written request for an
advance pursuant to this Section 8, together with a reasonable accounting of
such expenses. However, prior to the payment of any expenses hereunder, the
Company shall determine the reasonableness of such expenses as provided in
Subsection 6.3.

                           8.2 UNDERTAKING TO REPAY. The Executive hereby
undertakes and agrees to repay to the Company any advances made pursuant to this
Section 8 if and to the extent that it shall ultimately be determined that the
Executive is not entitled to be indemnified by the Company for such amounts, as
described above.

                           8.3 MISCELLANEOUS. The Company shall make the
advances contemplated by this Section 8 regardless of the Executive's financial
ability to make repayment, and regardless whether indemnification of the
Executive by the Company will ultimately be required. Any advances and
undertakings to repay pursuant to this Section 8 shall be unsecured and
interest-free.

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         SECTION 9. COURT ORDERED INDEMNIFICATION. Regardless of whether the
Executive has met the standard of conduct set forth in Sections 1, 2 or 3
hereof, as the case may be, and notwithstanding the presence or absence of any
Determination whether such standards have been satisfied, the Executive may
apply for indemnification (and/or reimbursement pursuant to Sections 3 or 13
hereof) to the court conducting any proceeding to which the Executive is a party
or to any other court of competent jurisdiction. Upon receipt of an application,
the court, after giving any notice the court considers necessary, may order
indemnification (and/or reimbursement) if it determines the Executive is fairly
and reasonably entitled to indemnification (and/or reimbursement) in view of all
the relevant circumstances (including this Agreement).

         SECTION 10. NONDISCLOSURE OF PAYMENTS. Except as required by applicable
securities laws, neither party shall disclose any payments under this Agreement
unless prior approval of the other party is obtained. Any payments to the
Executive that must be disclosed shall, unless otherwise requested by law, be
described only in Company proxy or information statements relating to
special/annual meetings of the Company's stockholders and the Company shall
afford the Executive the reasonable opportunity to review all such disclosures
and, if requested, to explain in such statement any mitigating circumstances
regarding the event reported.

         SECTION 11. COVENANT NOT TO SUE, LIMITATION OF ACTIONS AND RELEASE OF
CLAIMS. No legal action shall be brought and no cause of action shall be
asserted by or on behalf of the Company (or any of its subsidiaries) against the
Executive, his spouse, heirs, executors, personal representatives or
administrators after the expiration of two years from the time the Executive
ceases (for any reason) to serve as either an officer or director of the
Company, and any claim or cause of action of the Company (or any of its
subsidiaries) shall be extinguished and deemed released unless asserted by
filing of a legal action within such two-year period.

         SECTION 12. INDEMNIFICATION OF EXECUTIVE'S ESTATE. Notwithstand- ing
any other provision of this Agreement, and regardless of whether indemnification
of the Executive would be permitted and/or required under this Agreement, if the
Executive is deceased, the Company shall indemnify and hold harmless the
Executive's estate, spouse, heirs, administrators, personal representatives and
executors (collectively the "Executive's Estate") against, and the Company shall
assume, any and all claims, damages, expenses (including attorneys' and
paralegals' fees), penalties, judgments, fines and amounts paid in settlement
actually incurred by the Executive or the Executive's Estate in connection with
the investigation, defense, settlement or appeal of any action described in
Sections 1 or 2 hereof, to the same extent as the Executive. Indemnification of
the Executive's Estate pursuant to this Section 12 shall be mandatory and not
require a Determination or any other finding that the Executive's conduct
satisfied a particular standard of conduct.

         SECTION 13. REIMBURSEMENT OF ALL LEGAL EXPENSES. Notwithstanding any
other provision of this Agreement, and regardless of the presence or absence of
any Determination, the Company promptly (but not later than 30 days following
the 

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Executive's submission of a reasonable accounting) shall reimburse the
Executive for all attorneys' fees and related court costs and other expenses
incurred by the Executive in connection with the investigation, defense,
settlement or appeal of any action described in Section 1 or 2 hereof
(including, but not limited to, the matters specified in Section 6 hereof).

         SECTION 14. MISCELLANEOUS.

                           14.1 NOTICE PROVISION. Any notice, payment, demand or
communication required or permitted to be delivered or given by the provisions
of this Agreement shall be deemed to have been effectively delivered or given
and received on the date personally delivered to the respective party to whom it
is directed, or when deposited by registered or certified mail, return receipt
requested, with postage and charges prepaid and addressed to the parties at the
addresses set forth above their signatures to this Agreement.

                           14.2 ENTIRE AGREEMENT. Except for the Company's
Certificate of Incorporation, this Agreement constitutes the entire
understanding of the parties and supersedes all prior understandings, whether
written or oral, between the parties with respect to the subject matter of this
Agreement.

                           14.3 SEVERABILITY OF PROVISIONS. If any provision of
this Agreement is held to be illegal, invalid, or unenforceable under present or
future laws effective during the term of this Agreement, such provision shall be
fully severable; this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part of this
Agreement; and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of each such illegal, invalid, or unenforceable provision, there shall be
added automatically as a part of this Agreement a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid, and enforceable.

                           14.4 APPLICABLE LAW. This Agreement shall be governed
by and construed under the laws of the State of Delaware, without application of
the principles of conflicts of laws.

                           14.5 EXECUTION IN COUNTERPARTS. This Agreement and
any amendment may be executed simultaneously or in two or more counterparts,
each of which together shall constitute one and the same instrument.

                           14.6 COOPERATION AND INTENT. The Company shall
cooperate in good faith with the Executive and use its best efforts to ensure
that the Executive is indemnified and/or reimbursed for liabilities described
herein to the fullest extent permitted by law.

                           14.7 AMENDMENT. No amendment, modification or
alteration of the terms of this Agreement shall be binding unless in writing,
dated subsequent to the date of this Agreement, and executed by the parties.

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                           14.8 BINDING EFFECT. The obligations of the Company
to the Executive hereunder shall survive and continue as to the Executive even
if the Executive ceases to be a director, officer, employee and/or agent of the
Company. Each and all of the covenants, terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the successors to the Company
and, upon the death of the Executive, to the benefit of the estate, heirs,
executors, administrators and personal representatives of the Executive.

                           14.9 GENDER AND NUMBER. Wherever the context shall so
require, all words herein in the male gender shall be deemed to include the
female or neuter gender, all singular words shall include the plural and all
plural words shall include the singular.

                           14.10 NON-EXCLUSIVITY. The rights of indemnification
and reimbursement provided in this Agreement shall be in addition to any rights
to which the Executive may otherwise be entitled by statute, bylaw, agreement,
vote of stockholders or otherwise.

                           14.11 EFFECTIVE DATE. The provisions of this
Agreement shall cover claims, actions, suits and proceedings whether now pending
or hereafter commenced and shall be retroactive to cover acts or omissions or
alleged acts or omissions which heretofore have taken place.

        IN WITNESS  WHEREOF,  the undersigned have executed this Agreement as of
the date first above written.

                                       THE COMPANY:

                                       ASD GROUP, INC.
                                       a Delaware corporation



                                       By: ________________________________
                                          Name: ___________________________
                                          Title:___________________________


                                       THE EXECUTIVE:



                                       ____________________________________
                                       


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