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                                                                   EXHIBIT 10.16

                      THIRD AMENDMENT TO LEASE AGREEMENT
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     THIS THIRD AMENDMENT TO LEASE AGREEMENT ("Amendment"), between NORMAN
CHARNEY ("Landlord") and ASD SYSTEMS, INC. ("Tenant"), is executed to be
effective as of May 15, 2000.

                                   RECITALS:
                                   --------

     A.  Landlord and Tenant have previously entered into that certain Net
Commercial Lease Agreement, dated as of November 1, 1982 ("Original Lease"). The
Original Lease has been amended by (i) that certain Amendment, dated as of May
1, 1991 ("First Amendment"), and (ii) that certain Amendment, dated as of
January 12, 1996 ("Second Amendment"). The Original Lease, amended by the terms
of the First Amendment and the Second Amendment, will be referred to as the
"Lease" in this Amendment.

     B.  Landlord and Tenant now desire to further amend the Lease set forth in
this Amendment.

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Amendment and in the Lease and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and
confessed, Landlord and Tenant hereby agree as follows:

     Defined Terms.  The terms defined in the Lease and delineated by initial
     -------------
capital letters in this Amendment shall have the same meanings ascribed to each
in the Lease, except to the extent that the meanings of any such term is
specifically modified by the provisions of this Amendment.

     Lease Term.  The term of the Lease is hereby extended until June 30, 2002.
     ----------

     Cancellation Option.  Tenant shall have the right to elect to cancel this
     -------------------
Lease by giving Landlord six (6) months prior written notice of Tenant's
decision to exercise that cancellation option. Notwithstanding the foregoing,
that cancellation option will not be effective unless and until Tenant has fully
performed all obligations of Tenant under the Lease and paid rent accruing under
the Lease to Landlord through the cancellation date.

     Effect of Amendment. Except as expressly amended by the provisions of this
     --------------------
Amendment, the terms and provisions contained in the Lease shall continue to
govern the rights and obligations of the parties, and all provisions and
covenants in the Lease (including, without limitation, the rental rate of $5.00
per square foot [$100,000.00 per year]) shall remain in full force and effect as
stated therein, except to the extent specifically modified by the provisions of
this Amendment. This Amendment and the Lease shall be construed as one (1)
instrument.
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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment to be
effective as of the day and year first above written.

                                              LANDLORD:
                                              --------


                                                 /s/ Normam Charney
                                              ----------------------------------
                                              NORMAN CHARNEY



                                              TENANT:
                                              ------

                                              ASD SYSTEMS, INC.


                                              By: /s/ David E. Bowe
                                                 -------------------------------
                                              Name: DAVID E. BOWE
                                                   -----------------------------
                                              Title: Exec. Vice President & CEO
                                                    ----------------------------

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