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                                                                    Exhibit 10.9


                              EMPLOYMENT AGREEMENT


This Agreement is made and entered into as of November 29th, 1999 by and between
Osage Systems Group, Inc. ("Osage") and Phil Carter, hereinafter referred to as
"Employee."

It is agreed as follows:

1.       EMPLOYMENT ARRANGEMENTS:

         (a)      Term - You would be employed as Chairman of the Board,
                  President and Chief Executive Officer from November 29, 1999
                  through November 29, 2001. The Company will notify you, in
                  writing, no later than November 23, 2000 of its intent to
                  either terminate you on November 29, 2001 or negotiate an
                  extension of this agreement.

         (b)      Duties - You would have those duties and rights typically
                  associated with, including active control and management of
                  the regular and day-to-day operations of the Company subject
                  to the review of the Board of Directors.

         (c)      Compensation Arrangements - You would have a compensation
                  package of $487,500 annually should you achieve 100% of your
                  goals as mutually agreed upon by yourself and the Compensation
                  Committee of the Board of Directors.

                  -        Base Salary: Your beginning base salary will be
                           $195,000 annually with future increases based on
                           performance as recommended and approved by the
                           Compensation Committee of the Board of Directors.

                  -        Bonus Compensation: Your bonus target will be
                           $195,000 annually and based on achieving corporate
                           profit objectives as approved by the Board of
                           Directors. You bonus threshold will begin at 75% of
                           your bonus target for achieving 75% of your profit
                           objective and increase to 100% of your bonus target
                           for achieving 100% of your profit objective. Your
                           bonus shall increase from 100% to 150% if the Company
                           achieves a minimum of .12 earning per share and shall
                           increase in the same ratio as the earnings per share
                           (example: the target of $.12 is achieved and the
                           earnings per share is .15, then the bonus would equal
                           125%). No bonus will be paid for achieving less than
                           75% of your profit objective.

                  -        Compensatory Stock Options: The Company will grant
                           you 700,000 options to purchase common stock of the
                           Company on November 29, 1999. 300,000 options will
                           vest on November 29, 1999, 200,000 options will vest
                           on November 29, 2000 and 200,000 options will vest on
                           November 29, 2001. Should majority ownership or
                           control of the Company change, all options shall vest
                           and be exercisable immediately. Should you be
                           terminated for any reason, all options shall vest and
                           be exercisable immediately. The stock option strike
                           price will be set at the market closing price per
                           share on November 23, 1999.
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                  -        Divestiture Bonus: Should a "change of control" of
                           the Company occur during the term of this agreement,
                           you will receive a divestiture bonus equal to one
                           percent of the acquisition price up to a maximum of
                           $7,000,000 in the year 2000 and $10,000,000 in the
                           year 2001, if the acquisition price is greater than
                           $40,000,000 and the trading value of the stock is
                           greater than $1 per share. A "change or control"
                           shall be deemed to have occurred if (i) a merger or
                           consolidation of the Company with or into another
                           corporation in which the Company is not the surviving
                           entity or a reverse triangular merger in which the
                           Company is the surviving entity but the shares of the
                           Company's common stock outstanding immediately prior
                           to the merger are converted by virtue of the merger
                           into another property, whether in the form of
                           securities, cash, or otherwise, or (ii) a sale or
                           transfer of all or substantially all of the Companies
                           properties and assets as, or substantially as an
                           entirety to any other person or (iii) the individuals
                           who at the beginning of any period of two consecutive
                           quarters constitute the Company's Board of Directors
                           cease for any reason to constitute a majority of such
                           Board of Directors at any time during such two
                           quarters period.

                  -        Housing: The Company will reimburse you for all
                           reasonable and customary costs of a condominium in
                           Phoenix. This includes principal and interest on the
                           mortgage, maintenance fees, utilities and maid
                           service.

2.       VACATIONS AND HOLIDAYS: You will be entitled to receive three weeks of
         vacation in each calendar year to be taken at times which do not
         unreasonably interfere with the performance of your duties hereunder.
         In addition, you will be eligible for all Osage paid holidays.

3.       EXPENSES: You would be reimbursed for all reasonable expenses incurred
         by you in furtherance of the Company's business, including travel and
         entertainment expense, upon submission of appropriate documentation.

4.       TERMINATION: Should your employment be terminated during the term of
         this Agreement for any reason, you will receive your base pay through
         November 23, 2001 and an additional twelve months of your base pay as
         severance pay through November 23, 2002.

5.       CONFIDENTIALITY, AND NON-SOLICITATION: In recognition of the matter of
         trust and fiduciary capacity in which you would be operating as Chief
         Executive of the Company, you would be expected, during your term of
         employment and thereafter, not to disclose to any third party any
         confidential information you received relative to the Company. Further,
         you would be expected not to directly or indirectly solicit employees,
         customers or suppliers of the Company for a twelve (12) period
         following your termination of employment from the Company.

6.       FRINGE BENEFITS: You would be permitted to participate in all fringe
         benefit plans generally established by the Company.



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7.       NO PRIOR AGREEMENTS: In order to induce the Company to engage in these
         discussions and to enter into a definitive employment agreement with
         you, by virtue of your signature at the end hereof, you are confirming
         to us that you are not a party to or otherwise subject to or bound by
         the terms of any contract, agreement or understanding which in any
         manner would limit or otherwise affect your ability to perform your
         obligations hereunder. You further represent and warrant that your
         employment with the Company would not under any circumstances require
         you to disclose or use any confidential information belonging to any
         third parties, or to engage in any conduct which may potentially
         interfere with contractual, statutory or common-law-rights of third
         parties.

8.       SUCCESSOR CLAUSE: All terms and conditions of this agreement shall
         remain in full force and effect and all obligations assumed if majority
         ownership or control of the Company should change or be transferred in
         any way.

9.       DEATH OR DISABILITY PROVISION: In the event of your death or disability
         to the extent that you are unable to perform the duties of your
         position, all rights and benefits of this Agreement will succeed to
         Mary Carter. This includes your base salary, bonus, stock options and
         the Divestiture Bonus as outlined in paragraph 1.c of this Agreement.

This Agreement is personal tot he parties thereto, and the rights and
obligations arising hereunder are not transferable.

Signed this 29th day of November 1999:



By: /s/  George Knight
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     George Knight
     Chairman, Osage Compensation Committee



Agreed to: /s/  Phil Carter
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            Phil Carter
            Chairman of the Board, President &
            Chief Operating Officer



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