EXHIBIT 10.5

                       ASSIGNMENT AND ASSUMPTION AGREEMENT



         ASSIGNMENT AND ASSUMPTION  AGREEMENT dated as of June 17, 1999, between
VOGO  NETWORKS,  LLC,  a  Delaware  limited  liability  company  ("Buyer"),  and
CONNECTSOFT COMMUNICATIONS CORPORATION, a Delaware corporation,  and CONNECTSOFT
HOLDING CORP., a Washington corporation (collectively "Seller").

         Buyer, Seller,  American United Global,  Inc., a Delaware  corporation,
and  Executive  TeleCard  Ltd., a Delaware  corporation  are parties to an Asset
Purchase Agreement dated as of July 10, 1998, as amended, including by Amendment
No. 3 thereto dated June __, 1999 (the "Purchase Agreement").  It is a condition
precedent  to  Seller's  obligations  under the  Purchase  Agreement  that Buyer
execute and deliver this Assignment and Assumption Agreement.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, Buyer hereby agrees as follows:

         1. Capitalized  terms used herein but not defined herein shall have the
meanings assigned such terms in the Purchase Agreement.

         2. Seller hereby assigns to Buyer each of the contracts, agreements and
instruments  set forth on Schedule B-1 hereto (the "Seller  Contracts")  and the
Assumed Liabilities set forth on Schedule B-2 hereto ("Assumed Liabilities").

         3. Buyer hereby  assumes all  liabilities  arising (i) under the Seller
Contracts  and (ii) under the Assumed  Liabilities,  in each case from and after
the Closing Date, and hereby  assumes,  and agrees to be bound by, pay and fully
and  faithfully  discharge and perform,  all  obligations of Seller of continued
performance  under the Seller  Contracts and Assumed  Liabilities from and after
the date hereof in accordance with the terms of the Purchase Agreement.

         4. Notwithstanding  anything contained in Sections 2 or 3 hereof to the
contrary,  Buyer  does  not  assume,  and  shall  not  be  responsible  for  any
liabilities or  obligations of Seller or any affiliate of Seller,  whether fixed
or contingent, known or unknown,  threatened,  pending or unasserted, other than
the Seller  Contracts  and  Assumed  Liabilities.  Seller  does retain and shall
remain  responsible  for in  accordance  with the  terms and  conditions  of the
Purchase  Agreement,  all of Seller's debts,  liabilities and obligations of any
nature  whatsoever,  other than the Assumed  Liabilities  and Seller  Contracts,
whether accrued,  absolute or contingent,  whether known or unknown, whether due
or to become due and whether related to the Assets or otherwise,  and regardless
of when asserted,  including,  without limitation,  the following liabilities or
obligations of Seller (none of which will constitute Assumed Liabilities):

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            (a)   all  liabilities   and  obligations of any kind existing as of
the  Closing of a nature characterized  as an  intercompany  liability,  and any
similar  item otherwise owed between Seller and American United Global, Inc.  or
any of its affiliates;

            (b)   any   liabilities   with  respect  to   any  bonus,   deferred
compensation, pension, profit sharing, retirement or other such benefit plan;

            (c)   all liabilities and obligations of Seller for Taxes; and

            (d)   any of the  obligations  and claims  required to be set  forth
in Schedule 5.13 of the Purchase Agreement.

For the  avoidance  of  doubt,  the  parties  acknowledge  and  agree  that  the
liabilities  listed on Schedule B-1 and B-2 shall not include any obligations of
AUGI, CCC or Connectsoft  to UPS or any of its affiliates  ("UPS  Liabilities"),
and that such obligations  shall not be Assumed  Liabilities for purposes of the
Purchase Agreement or this Assignment and Assumption Agreement..

         5. From time to time  after the date  hereof,  each of Buyer and Seller
will  execute and  deliver to the other such  instruments  as may be  reasonably
requested by Buyer or its counsel or Seller or its counsel,  as the case may be,
in order to carry out the purpose and intent of this  Assignment  and Assumption
Agreement and the Purchase Agreement.

         6.   Notwithstanding   any  other  provision  of  this  Assignment  and
Assumption  Agreement to the contrary,  nothing contained in this Assignment and
Assumption Agreement shall in any way supersede, modify, replace, amend, change,
rescind,  waive, exceed,  expand,  enlarge, or in any way affect the provisions,
including the warranties, covenants, agreements, conditions, representations or,
in general  any of the  rights  and  remedies,  and any of the  obligations  and
indemnifications  of Buyer or Seller  set forth in the  Purchase  Agreement  nor
shall this  Assignment and Assumption  Agreement  expand or enlarge any remedies
under  the  Purchase  Agreement  including  without  limitation  any  limits  on
indemnification  specified therein.  This Assignment and Assumption Agreement is
intended only to effect the transfer of certain  liabilities assumed pursuant to
the Purchase  Agreement and shall be governed  entirely in  accordance  with the
terms and conditions of the Purchase Agreement.

         7. This  Assignment and Assumption  Agreement  shall be governed by and
construed in accordance with the internal laws of the State of Delaware.

                         [SIGNATURES ON FOLLOWING PAGE]



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         IN WITNESS  WHEREOF,  Buyer and Seller have caused this  Assignment and
Assumption  Agreement  to be executed  and  delivered on the date and year first
written above.

                                   CONNECTSOFT COMMUNICATIONS
                                    CORPORATION


                                   By:__________________________________
                                      Name:
                                      Its:


                                   CONNECTSOFT HOLDING CORP.


                                   By:__________________________________
                                      Name:
                                      Its:


                                   VOGO NETWORKS, LLC



                                   By:__________________________________
                                      Name:
                                      Its:



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