EXHIBIT 10.17

                        AMENDMENT TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of the 26th day of June, 1998, by and between ASD GROUP, INC., a
Delaware corporation with its principal office located at One Industry Street,
Poughkeepsie, New York 12603 (the "Company"), and GARY D. HORNE, whose residence
address is 220 South Riverside Road, Highland, New York 12528 (the "Executive").

                                    RECITALS

         A.       The Executive is currently the Chairman of the Board and
                  Chief Executive Officer of the Company.

         B.       The Executive is employed by the Company pursuant to the terms
                  of that certain Employment Agreement dated as of December 1,
                  1996, by and between the Company and the Executive (the
                  "Employment Agreement").

         C.       The Company and the Executive have agreed to modify the terms
                  of the Employment Agreement as described herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereby agree as follows:

         1.       TERM. The term of the Employment Agreement shall be amended
                  such that it is for a period of one year, commencing the date
                  hereof (the "Commencement Date") and expiring on the first
                  anniversary of the Commencement Date (the "Term"). At the
                  option of the Company, the Employment Agreement shall be
                  renewable for three additional one-year terms on the terms
                  described herein; provided, however, that the Base Salary will
                  increase to at least $160,000.

         2.       DUTIES OF THE EXECUTIVE. The Executive shall serve as the
                  Chairman of the Board and Chief Executive Officer or in such
                  other capacity as the Board shall deem appropriate.

         3.       COMPENSATION. Initially, the Executive shall receive a base
                  salary at the annual rate of $80,000. Notwithstanding the
                  foregoing, immediately upon the earlier of (i) conversion of
                  the Company's Series A, Series B and Series C Convertible
                  Preferred Stock, and (ii) such time as the Company has three
                  consecutive profitable months (i.e., has income before income
                  taxes as opposed to a loss before income taxes), the
                  Executive's salary shall automatically increase to the annual
                  rate of $160,000.

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         4.       OTHER BENEFITS. The Company shall continue to pay the net
                  premiums on Mr. Horne's split dollar insurance policies;
                  provided such net premiums shall not exceed $12,000 per year.
                  In addition, Mr. Horne currently receives five weeks paid
                  vacation. Mr. Horne will continue to receive five weeks
                  vacation during the Term.

         5.       CONSULTING AGREEMENT. Section 7 of the Employment Agreement
                  contains certain restrictive covenants, including provisions
                  for non-competition, non-solicitation and non-disclosure,
                  during the Term and for a period of one year following
                  termination. Notwithstanding anything contained herein or in
                  the Employment Agreement to the contrary, the parties agree
                  that such restrictive covenants shall only apply for the
                  one-year period following termination if the Company enters
                  into a Consulting Agreement with the Executive providing for
                  the payment of $35,000 per year and the continuation of the
                  other benefits provided during the Executive's term of
                  employment as well continue to pay net premiums on Mr.
                  Horne's split dollar insurance policies.

         6.       CHANGE OF CONTROL. Section 6 of the Employment Agreement shall
                  be deleted.

         7.       OTHER TERMS. All other terms and conditions of the Employment
                  Agreement not specifically amended hereby remain in full force
                  and effect.

         8.       AGREEMENT. The terms of the Employment Agreement are
                  specifically amended as described herein automatically and
                  without any further modification. Notwithstanding the
                  foregoing, should the Company so request, the Executive shall
                  agree to sign a restated Employment Agreement which
                  memorializes the terms of the Employment Agreement and
                  Amendment.

         9.       RELEASE. Executive and its heirs, executors, administrators,
                  legal representatives and successors and assigns, hereby
                  release and absolutely forever discharge the Company, its
                  subsidiaries, officers, directors, employees and agents, and
                  their respective heirs, executors, administrators, legal
                  representatives and successors and assigns (collectively,
                  the "Company") from any and all claims, contracts, demands,
                  damages, liabilities, accounts, reckonings, obligations,
                  costs, expenses, liens, actions, and causes of action of any
                  kind and nature whatsoever (the "Claims"), which Executive
                  has, owns or holds or at any time ever had, owned or held
                  against the Company arising from or related to the
                  Employment Agreement; provided, however, nothing herein
                  shall release or act as a waiver with respect to future
                  Claims.

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         IN WITNESS WHEREOF, this Amendment has been duly signed by the parties
hereto on the day and year first above written.


                                       ASD GROUP, INC.


                                       By:      /S/ STANLEY F. ZUK
                                          -------------------------------------
                                       Name:    STANLEY F. ZUK
                                            -----------------------------------
                                       Title:   PRESIDENT
                                             ----------------------------------

                                                /S/ GARY D. HORNE
                                       ----------------------------------------
                                       GARY D. HORNE

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