EXHIBIT 10.18


                        [ASD LETTERHEAD]





                        January 11, 2000



Mr. Gregg L. Young
4827 Sandestin Drive
Dallas, Texas  75282

Dear Gregg:

     This letter serves to clarify certain aspects of the offer
of employment made to you in my letter dated December 13, 1999
(the "Offer Letter"). As such, this letter shall be deemed to
supplement, amend and clarify the Offer Letter for all purposes
and, to the extent there is any inconsistency between this letter
and the Offer Letter, this letter shall control.

     1.   Until June 30, 2001, you agree that your employment
          will be "at-will." Accordingly, you agree that until
          such date ASD Systems, Inc. (the "Company") has the
          absolute and continuing right to terminate you at any
          time, with or without cause and whether or not you have
          performed under the terms of the Offer Letter or
          otherwise. On or prior to June 30, 2001 we will
          negotiate in good faith the terms of your continuing
          employment with the Company based on your performance
          with the Company to that date.

     2.   We have agreed not to take a second lien on your home
          as collateral for the $80,000 loan referenced in the
          Offer Letter at this time; however, you have agreed
          that if at any time in the future our then existing
          collateral is insufficient to secure any obligations
          you may have to the Company, we may at that time demand
          such a second lien whereupon you hereby agree to take
          such further action and execute such further documents
          as we deem necessary to document and perfect such
          second lien.

     3.   You have agreed to provide us with a security interest
          in any shares of common stock of the Company you may
          hereinafter hold or may hereinafter have the right to
          acquire upon conversion or exercise of any right,
          including, but not limited to, any right under a stock
          option granted to you by the Company.

     4.   We have agreed that you will execute a promissory note
          to the Company for $80,000 (the "80K Note") which will
          be payable on the earlier of:

          *    December 31, 2003; or

          *    the date on which you cease to be employed by the
               Company for any reason.

          However, we hereby agree that we will pay you a bonus
          on the date that the 80K Note is due unless your
          employment is terminated "for cause." We have agreed
          that "for cause" means:  the Chief Executive Officer of
          the Company has reasonably determined that you have:

          *    been habitually negligent or substandard in the
               performance of your duties;

          *    breached or failed to perform properly any
               reasonable and proper duty or obligation imposed
               upon you;

          *    breached any fiduciary duty owed to the Company;

          *    pled guilty or no contest or been convicted of a
               felony crime or a crime involving moral turpitude;

          *    committed any dishonest, unethical, fraudulent,
               disloyal or felonious act in respect of your
               duties to the Company;

          *    engaged in any conduct significantly detrimental
               to the Company or its reputation; or

          *    you have resigned from the Company for any reason
               whatsoever other than as a result of a breach of
               an agreement by the Company, including the
               agreement to pay you the salary and bonuses
               described.

          The bonus payable under this paragraph shall be the
          amount required to fully repay the 80K Note (which such
          amount shall be sufficient to repay all unpaid
          principal and accrued interest thereon), together with
          such amount as is necessary to pay any applicable
          federal income tax liability incurred as a result of
          such bonus.

     5.   We have also agreed that you will execute a promissory
          note to the Company for $65,000 (or such lesser amount
          as is advanced to you under the terms of the Offer
          Letter) (the "65K Note") which will be payable on the
          earlier of:

          *    June 30, 2001; or

          *    the date on which you cease to be employed by the
               Company for any reason.

          However, we hereby agree that we will pay you a bonus
          on the date that the 65K Note is due unless your
          employment is terminated "for cause." We agree that
          "for cause" for this purpose shall have an identical
          meaning as that set forth above.

          The bonus payable under this paragraph shall be equal
          to the amount required to fully repay the 65K Note
          (which such amount shall be sufficient to repay all
          unpaid principal and accrued interest thereon),
          together with such amount as is necessary to pay any
          applicable federal income tax liability incurred as a
          result of such bonus.

     6.   In no event shall the arrangements set forth in this
          letter be deemed to be an employment agreement or
          otherwise evidence an obligation of the Company, in any
          way whatsoever, to employ you in any capacity for any
          period of time.

     To the extent this letter accurately reflects our
understanding regarding the matters noted herein, please execute
where indicated and return the original to me for my files.

                              Very truly yours,


                                 /s/ Norm Charney
                              Norm Charney
                              Chief Executive Officer and
                              President






AGREED AND ACKNOWLEDGED
THE DATE AND YEAR SET FORTH
ABOVE


    /s/ Gregg L. Young
----------------------
Gregg L. Young