EXHIBIT 10.3


                   AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT


         Amendment No. 2 to Asset Purchase Agreement entered into this __ day of
August,  1998 by and among American United Global,  Inc.  ("AUGI"),  Connectsoft
Communications  Corporation ("CCC"),  Connectsoft Holding Corp.  ("Connectsoft")
and  Executive  TeleCard,  Ltd.  ("EXTEL")  and C-Soft  Acquisition  Corp.  (the
"Buyer").

         WHEREAS,  AUGI, CCC,  Connectsoft,  EXTEL and the Buyer entered into an
Asset Purchase Agreement dated July 10, 1998, which was subsequently  amended on
July 30, 1998 (the "Purchase Agreement"); and

         WHEREAS,  the parties desire to make certain amendments to the Purchase
Agreement.

         NOW THEREFORE, the parties hereto do hereby agree as follows:

         1. The last sentence of Section 11.1 of the Purchase Agreement shall be
amended to read as follows:

            "If,  notwithstanding  the parties'  best efforts,  such  conditions
            shall not have been  satisfied  by such date,  then the Closing Date
            shall be extended to the date that is three (3) Business  days after
            the satisfaction of all such conditions,  but which shall not in any
            case be later than  September  15, 1998  ("Outside  Closing  Date"),
            unless the parties hereto agree in writing otherwise."

         2. Capitalized  terms used herein and not defined herein shall have the
meaning  ascribed  to  them in the  Purchase  Agreement.  All  other  terms  and
provisions of the Purchase Agreement shall continue in full force and effect and
unchanged and are hereby confirmed in all respects.

         3. This  Amendment  No. 2 to  Purchase  Agreement  may be  executed  in
several  counterparts,  each of which is an original,  but all of which together
constitute  one  and  the  same  agreement.  The  descriptive  headings  in this
Amendment No. 2 to Purchase  Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.

         4. This Amendment No. 2 to Purchase Agreement is governed by, and shall
be construed in accordance with, the laws of the State of Delaware.


<PAGE>


         IN WITNESS  WHEREOF,  the parties have executed this Amendment No. 2 to
Purchase Agreement on and as of the date first set forth above.

                            AMERICAN UNITED GLOBAL, INC.


                            By:_________________________________________
                               Name:
                               Title:



                            CONNECTSOFT COMMUNICATIONS
                            CORPORATION


                            By:_________________________________________
                               Name:
                               Title:


                            CONNECTSOFT HOLDING CORP.


                            By:_________________________________________
                               Name:
                               Title:


                            C-SOFT ACQUISITION CORP.


                            By:_________________________________________
                               Name:
                               Title


                            EXECUTIVE TELECARD, LTD.


                            By:_________________________________________
                               Name:
                               Title



                                      -2-