EXHIBIT 10.19


                        PLEDGE AGREEMENT
                        ----------------


     THIS PLEDGE AGREEMENT ("Agreement") is made as of the 11th
day of January 2000, by GREGG L. YOUNG (hereinafter called
"Pledgor"), in favor of ASD SYSTEMS, INC. ("Lender").  Pledgor
hereby agrees with Lender as follows:

     A.   Definitions.  As used in this Agreement, the following terms
shall have the meanings indicated below:

          (a)  The term "Borrower" shall mean Pledgor.

          (b)  The term "Code" shall mean the Uniform Commercial
     Code as in effect in the State of Texas on the date of this
     Agreement or as it may hereafter be amended from time to
     time.

          (c)  The term "Collateral" shall mean all property
     specifically described on Schedule "A" attached hereto and
     made a part hereof.  The term Collateral, as used herein,
     shall also include (i) all certificates, instruments and/or
     other documents evidencing the foregoing, (ii) all renewals,
     replacements and substitutions of all of the foregoing, and
     (iii) all PRODUCTS and PROCEEDS of all of the foregoing.
     The designation of proceeds does not authorize Pledgor to
     sell, transfer or otherwise convey any of the foregoing
     property.  The delivery at any time by Pledgor to Secured
     Party of any property as a pledge to secure payment or
     performance of any indebtedness or obligation whatsoever
     shall also constitute a pledge of such property as
     Collateral hereunder.

          (d)  The term "Indebtedness" shall mean (i) all
     indebtedness, obligations and liabilities of Borrower to
     Secured Party pursuant to that certain promissory note dated
     January 11, 2000 in the principal amount of $80,000, (ii)
     all indebtedness, obligations and liabilities of Borrower to
     Secured Party pursuant to that certain promissory note dated
     January 11, 2000 in the principal amount of up to $65,000,
     (iii) all accrued but unpaid interest on any of the
     indebtedness described in (i) and (ii) above, (iv) all
     obligations owing to Secured Party under any documents
     evidencing, securing, governing and/or pertaining to all or
     any part of the indebtedness described in (i), (ii) and
     (iii) above, (v) all costs and expenses incurred by Secured
     Party in connection with the collection and administration
     of all or any part of the indebtedness and obligations
     described in (i), (ii), (iii) and (iv) above or the
     protection or preservation of, or realization upon, the
     collateral securing all or any part of such indebtedness and
     obligations, including without limitation all reasonable
     attorneys' fees, and (vi) all renewals, extensions,
     modifications and rearrangements of the indebtedness and
     obligations described in (i), (ii), (iii), (iv) and (v)
     above.

          (e)  The term "Loan Documents" shall mean all
     instruments and documents evidencing, securing, governing,
     guaranteeing and/or pertaining to the Indebtedness.

          (f)  The term "Secured Party" shall mean Lender, its
     successors and assigns, including without limitation, any
     party to whom Lender, or its successors or assigns, may
     assign its rights and interests under this Agreement.

     All words and phrases used herein which are
expressly defined in Section 1.201, Chapter 8 or Chapter 9
of the Code shall have the meaning provided for therein.
Other words and phrases defined elsewhere in the Code shall
have the meaning specified therein except to the extent such
meaning is inconsistent with a definition in Section 1.201,
Chapter 8 or Chapter 9 of the Code.

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     2.   SECURITY INTEREST.  As security for the Indebtedness,
Pledgor, for value received, hereby grants to Secured Party a
continuing security interest in the Collateral.

     3.   MAINTENANCE OF COLLATERAL.  Other than the exercise of
reasonable care to assure the safe custody of any Collateral in
Secured Party's possession from time to time, Secured Party does
not have any obligation, duty or responsibility with respect to
the Collateral.  Without limiting the generality of the
foregoing, Secured Party shall not have any obligation, duty or
responsibility to do any of the following:  (a)  ascertain any
maturities, calls, conversions, exchanges, offers, tenders or
similar matters relating to the Collateral or informing Pledgor
with respect to any such matters; (b) fix, preserve or exercise
any right, privilege or option (whether conversion, redemption or
otherwise) with respect to the Collateral unless (i) Pledgor
makes written demand to Secured Party to do so, (ii) such written
demand is received by Secured Party in sufficient time to permit
Secured Party to take the action demanded in the ordinary course
of its business, and (iii) Pledgor provides additional
collateral, acceptable to Secured Party in its sole discretion;
(c) collect any amounts payable in respect of the Collateral
(Secured Party being liable to account to Pledgor only for what
Secured Party may actually receive or collect thereon); (d) sell
all or any portion of the Collateral to avoid market loss; (e)
sell all or any portion of the Collateral (or exercise any option
granted pursuant to the terms of the Collateral) unless and until
(i) Pledgor makes written demand upon Secured Party to sell the
Collateral, and (ii) Pledgor provides additional collateral,
acceptable to Secured Party in its sole discretion; or (f) hold
the Collateral for or on behalf of any party other than Pledgor.

     4.   REPRESENTATIONS AND WARRANTIES.  Pledgor hereby
represents and warrants the following to Secured Party:

          (a)  Enforceability.  This Agreement and the other Loan
     Documents constitute legal, valid and binding obligations of
     Pledgor, enforceable in accordance with their respective
     terms, except as limited by bankruptcy, insolvency or
     similar laws of general application relating to the
     enforcement of creditors' rights and except to the extent
     specific remedies may generally be limited by equitable
     principles.

          (b)  Ownership and Liens.  Pledgor has good and
     marketable title to the Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security interest created by this Agreement.
     Pledgor has not executed any other security agreement
     currently affecting the Collateral and no financing
     statement or other instrument similar in effect covering all
     or any part of the Collateral is on file in any recording
     office except as may have been executed or filed in favor of
     Secured Party.

          (c)  Security Interest.  Pledgor has and will have at
     all times full right, power and authority to grant a
     security interest in the Collateral to Secured Party in the
     manner provided herein, free and clear of any lien, security
     interest or other charge or encumbrance.  This Agreement
     creates a legal, valid and binding security interest in
     favor of Secured Party in the Collateral.

          (d)  Location.  Pledgor's residence is located at its
     address set forth on the signature page hereof.

          (e)  Solvency of Pledgor.  As of the date hereof, and
     after giving effect to this Agreement and the completion of
     all other transactions contemplated by Pledgor at the time
     of the execution of this Agreement, (i) Pledgor is and will
     be solvent, (ii) the fair saleable value of Pledgor's assets
     exceeds and will continue to exceed Pledgor's liabilities
     (both fixed and contingent), and (iii) Pledgor is paying and
     will continue to be able to pay his debts as they mature.

     5.   AFFIRMATIVE COVENANTS.  Pledgor will comply with the
covenants contained in this Section at all times during the
period of time this Agreement is effective unless Secured Party
shall otherwise consent in writing.

          (a)  Ownership and Liens.  Pledgor will maintain good
     and marketable title to all Collateral free and clear of all
     liens, security interests, encumbrances or adverse claims,
     except for the security

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     interest created by this Agreement and the security
     interests and other encumbrances expressly permitted by the
     other Loan Documents.  Pledgor will not permit any dispute,
     right of setoff, counterclaim or defense to exist with
     respect to all or any part of the Collateral.  Pledgor will
     cause any financing statement or other security instrument
     with respect to the Collateral to be terminated, except as
     may exist or as may have been filed in favor of Secured
     Party.  Pledgor will defend at its expense Secured Party's
     right, title and security interest in and to the Collateral
     against the claims of any third party.

          (b)  Adverse Claim.  Pledgor covenants and agrees to
     promptly notify Secured Party of any claim, action or
     proceeding affecting title to the Collateral, or any part
     thereof, or the security interest created hereunder and, at
     Pledgor's expense, defend Secured Party's security interest
     in the Collateral against the claims of any third party.
     Pledgor also covenants and agrees to promptly deliver to
     Secured Party a copy of all written notices received by
     Pledgor with respect to the Collateral.

          (c)  Delivery of Instruments and/or Certificates.
     Contemporaneously herewith, Pledgor covenants and agrees to
     deliver to Secured Party any certificates, documents or
     instruments representing or evidencing the Collateral, with
     Pledgor's endorsement thereon and/or accompanied by proper
     instruments of transfer, assignment, or exercise (in the
     case of options to purchase stock) duly executed in blank.

          (d)  Further Assurances. Pledgor will contemporaneously
     with the execution hereof and from time to time thereafter
     at his expense promptly execute and deliver all further
     instruments and documents and take all further action
     necessary or appropriate or that Secured Party may request
     in order (i) to perfect and protect the security interest
     created or purported to be created hereby and the first
     priority of such security interest, (ii) to enable Secured
     Party to exercise and enforce its rights and remedies
     hereunder in respect of the Collateral, and (iii) to
     otherwise effect the purposes of this Agreement, including
     without limitation executing and filing any financing or
     continuation statements, or any amendments thereto.  Pledgor
     further agrees to execute such additional documents as
     Lender may request to grant a security interest in
     additional collateral to the extent necessary to reasonably
     secure Pledgor's obligation to make payment on the
     Indebtedness.

     6.   NEGATIVE COVENANTS.  Pledgor will comply with the
covenants contained in this Section at all times during the
period of time this Agreement is effective, unless Secured Party
shall otherwise consent in writing.

          (a)  Transfer or Encumbrance.  Pledgor will not (i)
     sell, assign (by operation of law or otherwise) or transfer
     Pledgor's rights in any of the Collateral, (ii) grant a lien
     or security interest in or execute, file or record any
     financing statement or other security instrument with
     respect to the Collateral to any party other than Secured
     Party, or (iii) deliver actual or constructive possession of
     any certificate, instrument or document evidencing and/or
     representing any of the Collateral to any party other than
     Secured Party.

          (b)  Restrictions on Securities.  Pledgor will not
     enter into any agreement creating, or otherwise permit to
     exist, any restriction or condition upon the transfer,
     voting or control of any securities pledged as Collateral,
     except as consented to in writing by Secured Party.

     7.   RIGHTS OF SECURED PARTY.  Secured Party shall have the
rights contained in this Section at all times during the period
of time this Agreement is effective.

          (a)  Power of Attorney.  Solely for purposes of this
     Agreement Pledgor hereby irrevocably appoints Secured Party
     as Pledgor's attorney-in-fact, such power of attorney being
     coupled with an interest, with full authority in the place
     and stead of Pledgor and in the name of Pledgor or
     otherwise, to take any action and to execute any instrument
     which Secured Party may from time to time in Secured Party's
     discretion deem necessary or appropriate to accomplish the
     purposes of this Agreement, including without limitation,
     the following action:  (i) transfer any securities,
     instruments, documents or certificates

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     pledged as Collateral in the name of Secured Party or its
     nominee; (ii) use any interest, premium or principal
     payments, conversion or redemption proceeds or other cash
     proceeds received in connection with any Collateral to
     reduce any of the Indebtedness; (iii) exchange any of the
     securities pledged as Collateral for any other property upon
     any merger, consolidation, reorganization, recapitalization
     or other readjustment of the issuer thereof, and, in
     connection therewith, to deposit and deliver any and all of
     such securities with any committee, depository, transfer
     agent, registrar or other designated agent upon such terms
     and conditions as Secured Party may deem necessary or
     appropriate; (iv) exercise or comply with any conversion,
     exchange, redemption, subscription or any other right,
     privilege or option pertaining to any securities pledged as
     Collateral, including, without limitation, exercising
     Pledgor's stock options to purchase Lender's stock;
     provided, however, except as provided herein, Secured Party
     shall not have a duty to exercise or comply with any such
     right, privilege or option (whether conversion, redemption
     or otherwise) and shall not be responsible for any delay or
     failure to do so; and (v) file any claims or take any action
     or institute any proceedings which Secured Party may deem
     necessary or appropriate for the collection and/or
     preservation of the Collateral or otherwise to enforce the
     rights of Secured Party with respect to the Collateral.

          (b)  Performance by Secured Party.  If Pledgor fails to
     perform any agreement or obligation provided herein, Secured
     Party may itself perform, or cause performance of, such
     agreement or obligation, and the expenses of Secured Party
     incurred in connection therewith shall be a part of the
     Indebtedness, secured by the Collateral and payable by
     Pledgor on demand.

     Notwithstanding any other provision herein to the
contrary, Secured Party does not have any duty to exercise
or continue to exercise any of the foregoing rights and
shall not be responsible for any failure to do so or for any
delay in doing so.

     8.   EVENTS OF DEFAULT.  Each of the following constitutes
an "Event of Default" under this Agreement:

          (a)  Failure to Pay Indebtedness.  The failure, refusal
     or neglect of Borrower to make any payment of principal or
     interest on the Indebtedness, or any portion thereof, as the
     same shall become due and payable; or

          (b)  Non-Performance of Covenants.  The failure of
     Borrower to timely and properly observe, keep or perform any
     covenant, agreement, warranty or condition required herein
     or in any of the other Loan Documents; or

          (c)  Default Under other Loan Documents.  The
     occurrence of an event of default under any of the other
     Loan Documents.

          (d)  False Representation.  Any representation
     contained herein or in any of the other Loan Documents made
     by Borrower is false or misleading in any material respect;
     or

          (e)  Default to Third Party.  The occurrence of any
     event which permits the acceleration of the maturity of any
     indebtedness owing by Borrower to any third party under any
     agreement or undertaking; or

          (f)  Bankruptcy or Insolvency.  If Borrower: (i)
     becomes insolvent, or makes a transfer in fraud of
     creditors, or makes an assignment for the benefit of
     creditors, or admits in writing his inability to pay his
     debts as they become due; (ii) generally is not paying his
     debts as such debts become due; (iii) has a receiver,
     trustee or custodian appointed for, or take possession of,
     all or substantially all of the assets of such party or any
     of the Collateral, either in a proceeding brought by such
     party or in a proceeding brought against such party and such
     appointment is not discharged or such possession is not
     terminated within sixty

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     (60) days after the effective date thereof or such party
     consents to or acquiesces in such appointment or possession;
     (iv) files a petition for relief under the United States
     Bankruptcy Code or any other present or future federal or
     state insolvency, bankruptcy or similar laws (all of the
     foregoing hereinafter collectively called "Applicable
     Bankruptcy Law") or an involuntary petition for relief is
     filed against such party under any Applicable Bankruptcy Law
     and such involuntary petition is not dismissed within sixty
     (60) days after the filing thereof, or an order for relief
     naming such party is entered under any Applicable Bankruptcy
     Law, or any composition, rearrangement, extension,
     reorganization or other relief of debtors now or hereafter
     existing is requested or consented to by such party; (v)
     fails to have discharged within a period of sixty (60) days
     any attachment, sequestration or similar writ levied upon
     any property of such party; or (vi) fails to pay within
     thirty (30) days any final money judgment against such
     party; or

          (g)  Action by Other Lienholder.  The holder of any
     lien or security interest on any of the assets of Pledgor,
     including without limitation, the Collateral (without hereby
     implying the consent of Secured Party to the existence or
     creation of any such lien or security interest on the
     Collateral), declares a default thereunder or institutes
     foreclosure or other proceedings for the enforcement of its
     remedies thereunder; or

          (h)  Liquidation, Death and Related Events.  The death
     or legal incapacity of any Pledgor.

     9.   REMEDIES AND RELATED RIGHTS.  If an Event of Default
shall have occurred, and without limiting any other rights and
remedies provided herein, under any of the other Loan Documents
or otherwise available to Secured Party, Secured Party may
exercise one or more of the rights and remedies provided in this
Section.

          (a)  Remedies.  Secured Party may from time to time at
     its discretion, without limitation and without notice except
     as expressly provided in any of the Loan Documents:

               (i)       exercise in respect of the Collateral
          all the rights and remedies of a secured party under
          the Code (whether or not the Code applies to the
          affected Collateral);

               (ii)      reduce its claim to judgment or
          foreclose or otherwise enforce, in whole or in part,
          the security interest granted hereunder by any
          available judicial procedure;

               (iii)     sell or otherwise dispose of, at its
          office, on the premises of Pledgor or elsewhere, the
          Collateral, as a unit or in parcels, by public or
          private proceedings, and by way of one or more
          contracts (it being agreed that the sale or other
          disposition of any part of the Collateral shall not
          exhaust Secured Party's power of sale, but sales or
          other dispositions may be made from time to time until
          all of the Collateral has been sold or disposed of or
          until the Indebtedness has been paid and performed in
          full), and at any such sale or other disposition it
          shall not be necessary to exhibit any of the
          Collateral;

               (iv)      buy the Collateral, or any portion
          thereof, at any public sale;

               (v)       buy the Collateral, or any portion
          thereof, at any private sale if the Collateral is of a
          type customarily sold in a recognized market or is of a
          type which is the subject of widely distributed
          standard price quotations;

               (vi)      apply for the appointment of a receiver
          for the Collateral, and Pledgor hereby consents to any
          such appointment; and

               (vii)     at its option, retain the Collateral in
          satisfaction of the Indebtedness whenever the
          circumstances are such that Secured Party is entitled
          to do so under the Code or otherwise.

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     Pledgor agrees that in the event Pledgor is entitled to
     receive any notice under the Uniform Commercial Code, as it
     exists in the state governing any such notice, of the sale or
     other disposition of any Collateral, reasonable notice shall be
     deemed given when such notice is deposited in a depository
     receptacle under the care and custody of the United States Postal
     Service, postage prepaid, at Pledgor's address set forth on the
     signature page hereof, five (5) days prior to the date of any
     public sale, or after which a private sale, of any of such
     Collateral is to be held.  Secured Party shall not be obligated
     to make any sale of Collateral regardless of notice of sale
     having been given.  Secured Party may adjourn any public or
     private sale from time to time by announcement at the time and
     place fixed therefor, and such sale may, without further notice,
     be made at the time and place to which it was so adjourned.

          (b)  Private Sale of Securities.  Pledgor recognizes
     that Secured Party may be unable to effect a public sale of
     all or any part of the securities pledged as Collateral
     because of restrictions in applicable federal and state
     securities laws and that Secured Party may, therefore,
     determine to make one or more private sales of any such
     securities to a restricted group of purchasers who will be
     obligated to agree, among other things, to acquire such
     securities for their own account, for investment and not
     with a view to the distribution or resale thereof.  Pledgor
     acknowledges that each any such private sale may be at
     prices and other terms less favorable then what might have
     been obtained at a public sale and, notwithstanding the
     foregoing, agrees that each such private sale shall be
     deemed to have been made in a commercially reasonable manner
     and that Secured Party shall have no obligation to delay the
     sale of any such securities for the period of time necessary
     to permit the issuer to register such securities for public
     sale under any federal or state securities laws.  Pledgor
     further acknowledges and agrees that any offer to sell such
     securities which has been made privately in the manner
     described above to not less than five (5) bona fide offerees
     shall be deemed to involve a "public sale" for the purposes
     of Section 9.504(c) of the Code, notwithstanding that such
     sale may not constitute a "public offering" under any
     federal or state securities laws and that Secured Party may,
     in such event, bid for the purchase of such securities.

          (c)  Application of Proceeds.  If any Event of Default
     shall have occurred, Secured Party may at its discretion
     apply or use any cash held by Secured Party as Collateral,
     and any cash proceeds received by Secured Party in respect
     of any sale or other disposition of, collection from, or
     other realization upon, all or any part of the Collateral as
     follows in such order and manner as Secured Party may elect:

               (i)       to the repayment or reimbursement of the
          reasonable costs and expenses (including, without
          limitation, reasonable attorneys' fees and expenses)
          incurred by Secured Party in connection with (A) the
          administration of the Loan Documents, (B) the custody,
          preservation, use or operation of, or the sale of,
          collection from, or other realization upon, the
          Collateral, and (C) the exercise or enforcement of any
          of the rights and remedies of Secured Party hereunder;

               (ii)      to the payment or other satisfaction of
          any liens and other encumbrances upon the Collateral;

               (iii)     to the satisfaction of the Indebtedness;

               (iv)      by holding such cash and proceeds as
          Collateral;

               (v)       to the payment of any other amounts
          required by applicable law (including without
          limitation, Section 9.504(a)(3) of the Code or any
          other applicable statutory provision); and

               (vi)      by delivery to Pledgor or any other
          party lawfully entitled to receive such cash or
          proceeds whether by direction of a court of competent
          jurisdiction or otherwise.

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          (d)  Deficiency.  In the event that the proceeds of any
     sale of, collection from, or other realization upon, all or
     any part of the Collateral by Secured Party are insufficient
     to pay all amounts to which Secured Party is legally
     entitled, Borrower shall be liable for the deficiency,
     together with interest thereon as provided in the Loan
     Documents.

          (e)  Non-Judicial Remedies.  In granting to Secured
     Party the power to enforce its rights hereunder without
     prior judicial process or judicial hearing, Pledgor
     expressly waives, renounces and knowingly relinquishes any
     legal right which might otherwise require Secured Party to
     enforce its rights by judicial process.  Pledgor recognizes
     and concedes that non-judicial remedies are consistent with
     the usage of trade, are responsive to commercial necessity
     and are the result of a bargain at arm's length.  Nothing
     herein is intended to prevent Secured Party or Pledgor from
     resorting to judicial process at either party's option.

          (f)  Other Recourse.  Pledgor waives any right to
     require Secured Party to proceed against any third party,
     exhaust any Collateral or other security for the
     Indebtedness, or to have any third party joined with Pledgor
     in any suit arising out of the Indebtedness or any of the
     Loan Documents, or pursue any other remedy available to
     Secured Party.  Pledgor further waives any and all notice of
     acceptance of this Agreement and of the creation,
     modification, rearrangement, renewal or extension of the
     Indebtedness.  Pledgor further waives any defense arising by
     reason of any disability or other defense of any third party
     or by reason of the cessation from any cause whatsoever of
     the liability of any third party.  Until all of the
     Indebtedness shall have been paid in full, Pledgor shall
     have no right of subrogation and Pledgor waives the right to
     enforce any remedy which Secured Party has or may hereafter
     have against any third party, and waives any benefit of and
     any right to participate in any other security whatsoever
     now or hereafter held by Secured Party.  Pledgor authorizes
     Secured Party, and without notice or demand and without any
     reservation of rights against Pledgor and without affecting
     Pledgor's liability hereunder or on the Indebtedness, to (i)
     take or hold any other property of any type from any third
     party as security for the Indebtedness, and exchange,
     enforce, waive and release any or all of such other
     property, (ii) apply such other property and direct the
     order or manner of sale thereof as Secured Party may in its
     discretion determine, (iii) renew, extend, accelerate,
     modify, compromise, settle or release any of the
     Indebtedness or other security for the Indebtedness, (iv)
     waive, enforce or modify any of the provisions of any of the
     Loan Documents executed by any third party, and (v) release
     or substitute any third party.

          (g)  Voting Rights.  Upon the occurrence of an Event of
     Default, Pledgor will not exercise any voting rights with
     respect to securities pledged as Collateral.  Pledgor hereby
     irrevocably appoints Secured Party as Pledgor's attorney-in-
     fact (such power of attorney being coupled with an interest)
     and proxy to exercise any voting rights with respect to
     Pledgor's securities pledged as Collateral upon the
     occurrence of an Event of Default.

     10.  INDEMNITY.  Pledgor hereby indemnifies and agrees to
hold harmless Secured Party, and its officers, directors,
employees, agents and representatives (each an "Indemnified
Person") from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature
(collectively, the "Claims") which may be imposed on, incurred
by, or asserted against, any Indemnified Person arising in
connection with the Loan Documents, the Indebtedness or the
Collateral (including without limitation, the enforcement of the
Loan Documents and the defense of any Indemnified Person's
actions and/or inactions in connection with the Loan Documents).
WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH
INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR
IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH
AND/OR ANY OTHER INDEMNIFIED PERSON, except to the limited extent
the Claims against an Indemnified Person are proximately caused
by Such Indemnified Person's gross negligence or willful
misconduct.  If Pledgor or any third party ever alleges such
gross negligence or willful misconduct by any Indemnified Person,
the indemnification provided for in this Section shall
nonetheless be paid upon demand, subject to later adjustment or
reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as



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to the extent and effect of the alleged gross negligence or
willful misconduct.  The indemnification provided for in this
Section shall survive the termination of this Agreement and shall
extend and continue to benefit each individual or entity who is
or has at any time been an Indemnified Person hereunder.

     11.  MISCELLANEOUS.

          (a)  Entire Agreement.  This Agreement contains the
     entire agreement of Secured Party and Pledgor with respect
     to the Collateral.  If the parties hereto are parties to any
     prior agreement, either written or oral, relating to the
     Collateral, the terms of this Agreement shall amend and
     supersede the terms of such  prior  agreements as to
     transactions on or after the effective date of this
     Agreement, but all security agreements, financing
     statements, guaranties, other contracts and notices for the
     benefit of Secured Party shall continue in full force and
     effect to secure the Indebtedness unless Secured Party
     specifically releases its rights thereunder by separate
     release.

          (b)  Amendment.  No modification, consent or amendment
     of any provision of this Agreement or any of the other Loan
     Documents shall be valid or effective unless the same is in
     writing and signed by the party against whom it is sought to
     be enforced.

          (c)  Actions by Secured Party.  The lien, security
     interest and other security rights of Secured Party
     hereunder shall not be impaired by (i) any renewal,
     extension, increase or modification with respect to the
     Indebtedness, (ii) any surrender, compromise, release,
     renewal, extension, exchange or substitution which Secured
     Party may grant with respect to the Collateral, or (iii) any
     release or indulgence granted to any endorser, guarantor or
     surety of the Indebtedness.  The taking of additional
     security by Secured Party shall not release or impair the
     lien, security interest or other security rights of Secured
     Party hereunder or affect the obligations of Pledgor
     hereunder.

          (d)  Waiver by Secured Party.  Secured Party may waive
     any Event of Default without waiving any other prior or
     subsequent Event of Default.  Secured Party may remedy any
     default without waiving the Event of Default remedied.
     Neither the failure by Secured Party to exercise, nor the
     delay by Secured Party in exercising, any right or remedy
     upon any Event of Default shall be construed as a waiver of
     such Event of Default or as a waiver of the right to
     exercise any such right or remedy at a later date.  No
     single or partial exercise by Secured Party of any right or
     remedy hereunder shall exhaust the same or shall preclude
     any other or further exercise thereof, and every such right
     or remedy hereunder may be exercised at any time.  No waiver
     of any provision hereof or consent to any departure by
     Pledgor therefrom shall be effective unless the same shall
     be in writing and signed by Secured Party and then such
     waiver or consent shall be effective only in the specific
     instances, for the purpose for which given and to the extent
     therein specified.  No notice to or demand on Pledgor in any
     case shall of itself entitle Pledgor to any other or further
     notice or demand in similar or other circumstances.

          (e)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED
     BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     TEXAS AND APPLICABLE FEDERAL LAWS, EXCEPT TO THE EXTENT
     PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF
     THE SECURITY INTEREST GRANTED HEREUNDER, IN RESPECT OF ANY
     PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS OF A
     JURISDICTION OTHER THAN THE STATE OF TEXAS.

          (f)  Venue.  This Agreement has been entered into in
     the county in Texas where Lender's address for notice
     purposes is located, and it shall be performable for all
     purposes in such county.  Courts within the State of Texas
     shall have jurisdiction over any and all disputes arising
     under or pertaining to this Agreement and venue for any such
     disputes shall be in the county or judicial district where
     this Agreement has been executed and delivered.



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<PAGE>

          (g)  Severability.  If any provision of this Agreement
     is held by a court of competent jurisdiction to be illegal,
     invalid or unenforceable under present or future laws, such
     provision shall be fully severable, shall not impair or
     invalidate the remainder of this Agreement and the effect
     thereof shall be confined to the provision held to be
     illegal, invalid or unenforceable.

          (h)  No Obligation.  Nothing contained herein shall be
     construed as an obligation on the part of Secured Party to
     extend or continue to extend credit to Borrower.

          (i)  Notices.  All notices, requests, demands or other
     communications required or permitted to be given pursuant to
     this Agreement shall be in writing and given by (i) personal
     delivery, (ii) expedited delivery service with proof of
     delivery, or (iii) United States mail, postage prepaid,
     registered or certified mail, return receipt requested, sent
     to the intended addressee at the address set forth on the
     signature page hereof or to such different address as the
     addressee shall have designated by written notice sent
     pursuant to the terms hereof and shall be deemed to have
     been received either, in the case of personal delivery, at
     the time of personal delivery, in the case of expedited
     delivery service, as of the date of first attempted delivery
     at the address and in the manner provided herein, or in the
     case of mail, upon deposit in a depository receptacle under
     the care and custody of the United States Postal Service.
     Either party shall have the right to change its address for
     notice hereunder to any other location within the
     continental United States by notice to the other party of
     such new address at least thirty (30) days prior to the
     effective date of such new address.

          (j)  Binding Effect and Assignment.  This Agreement (i)
     creates a continuing security interest in the Collateral,
     (ii) shall be binding on Pledgor and the heirs, executors,
     administrators, personal representatives, successors and
     assigns of Pledgor, and (iii) shall inure to the benefit of
     Secured Party and its successors and assigns.  Without
     limiting the generality of the foregoing, Secured Party may
     pledge, assign or otherwise transfer the Indebtedness and
     its rights under this Agreement and any of the other Loan
     Documents to any other party.  Pledgor's rights and
     obligations hereunder may not be assigned or otherwise
     transferred without the prior written consent of Secured
     Party.

          (k)  Termination.  Upon (i) the satisfaction in full of
     the Indebtedness, and (ii) written release delivered by
     Secured Party to Pledgor, this Agreement and the security
     interests created hereby shall terminate.  Upon termination
     of this Agreement and Pledgor's written request, Secured
     Party will, at Pledgor's sole cost and expense, return to
     Pledgor such of the Collateral as shall not have been sold
     or otherwise disposed of or applied pursuant to the terms
     hereof and execute and deliver to Pledgor such documents as
     Pledgor shall reasonably request to evidence such
     termination.

          (l)  Cumulative Rights.  All rights and remedies of
     Secured Party hereunder are cumulative of each other and of
     every other right or remedy which Secured Party may
     otherwise have at law or in equity or under any of the other
     Loan Documents, and the exercise of one or more of such
     rights or remedies shall not prejudice or impair the
     concurrent or subsequent exercise of any other rights or
     remedies.

          (m)  Gender and Number.  Within this Agreement, words
     of any gender shall be held and construed to include the
     other gender, and words in the singular number shall be held
     and construed to include the plural and words in the plural
     number shall be held and construed to include the singular,
     unless in each instance the context requires otherwise.

          (n)  Descriptive Headings.  The headings in this
     Agreement are for convenience only and shall in no way
     enlarge, limit or define the scope or meaning of the various
     and several provisions hereof.

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<PAGE>

     EXECUTED as of the date first written above.

Pledgor's Address:                      PLEDGOR:

4827 Sandestin Drive                        /s/ Gregg L. Young
Dallas, Texas  75282                    -------------------------
                                             Gregg L. Young


Secured Party's Address:


ASD SYSTEMS, INC.
3737 Grader Street, Suite 110
Garland, Texas  75041


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<PAGE>


                          SCHEDULE "A"
                               TO
                        PLEDGE AGREEMENT
                     DATED JANUARY 11, 2000
                         BY AND BETWEEN
                       ASD SYSTEMS, INC.
                              AND
                         GREGG L. YOUNG



The following property is a part of the Collateral as defined in
Subsection 1(c):

     1.   Any securities of ASD Systems, Inc.

     2.   Any options to purchase shares of ASD Systems, Inc.
          common stock (the "Options"), including, without
          limitation, Options granted pursuant to that offer
          letter dated December 13, 1999 by the Company and
          addressed to Gregg L. Young, together with any and all
          other Options granted by the Company after the date
          hereof to or for the benefit of Mr. Young.

     3.   Any securities of ASD Systems, Inc. obtained by
          exercise of the Options.

     4.   All right, title and interest of Pledgor in, to and
          under the agreements, contracts or other documents
          evidencing the Collateral hereinabove described.