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                                  EXHIBIT 10.9

EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (the "Agreement") is made and effective as of the 26th
day of July, 1999, by and among WAVO Corporation, an Indiana corporation
("Company"), and PETER M. WHITE, an individual ("Employee").

                                R E C I T A L S:

         WHEREAS, the Company and Employee desire to enter into this Employment
Agreement.

         NOW, THEREFORE, in consideration of the premises, and for other
valuable consideration, the sufficiency of which is hereby acknowledged by each
of the parties hereto, the parties hereby agree as follows:

                               A G R E E M E N T:

                                    ARTICLE I

                                 DUTIES AND TERM

         1.1 Employment. In consideration of their mutual covenants and other
good and valuable consideration, the receipt, adequacy, and sufficiency of which
is hereby acknowledged, the Company agrees to hire Employee, and Employee agrees
to remain in the employ of the Company, upon the terms and conditions herein
provided.

         1.2 Position and Responsibilities. Employee shall serve as President of
the Company with such duties and responsibilities as are commensurate with such
position. In addition, Employee shall be appointed and shall serve as Director
of the Company and its subsidiaries. Employee agrees to perform services not
inconsistent with his position, as set forth in the Company's Code of Bylaws and
as shall from time to time be assigned to him by the Board of Directors and the
Chief Executive Officer of the Company. During the period of his employment
hereunder, Employee shall devote substantially all of his business time,
attention, skill and efforts to the faithful and diligent performance of his
duties hereunder. Employee agrees to relocate his permanent residence to the
Phoenix, Arizona metropolitan area no later than March 31, 2000. The Company
acknowledges that Employee is a Director of c2Future.Com, Inc., and agrees that
Employee may become a director of other entities provided that Employee's
acceptance and performance of such directorship duties does not cause Employee
to violate the terms of this Agreement.

         1.3 Term. The term of Employee's employment under this Agreement shall
commence on July 26, 1999 and shall continue, unless sooner terminated pursuant
to Article

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III hereof, until July 26, 2001.

                                   ARTICLE II
                                  COMPENSATION

         For all services rendered by Employee in any capacity during his
employment under this Agreement, the Company shall compensate Employee as
follows:

         2.1 Base Salary. The Company shall pay to Employee an annual base
salary of not less than $250,000 (the "Base Salary") during the term hereof,
payable in equal installments in accordance with the Company's general salary
payment policies then in effect. The Base Salary may, at the discretion of the
Company's Board of Directors or the Chief Executive Officer, be increased at
such times and in such amounts as they shall determine.

         2.2 Benefit Plans. Employee shall be afforded benefits (i.e., paid time
off, 401(k) Plan, health insurance and other group benefits) similar to those
afforded to other Executive Officers of the Company. Nothing herein shall
restrict the Company's ability to terminate or modify any benefit plan or
arrangement.

         2.3 Expenses. The Company shall pay for or reimburse Employee for all
ordinary and necessary business expenses incurred or paid by Employee in
furtherance of the Company's business, subject to and in accordance with the
Company's policies and procedures of general application and applicable tax
laws.

         2.4 Moving Expenses. The Company shall pay for or reimburse Employee
for all ordinary and necessary expenses incurred or paid by Employee which are
directly related to the move of Employee, his family and household, from the
Dallas, Texas metropolitan area, to the Phoenix, Arizona metropolitan area,
including a relocation service, subject to the reasonable approval of such
expenses by the Company's Chief Executive Officer.

         2.5 Stock Options.

         (a) The Company shall grant to Employee an option under the 1997
Incentive Plan to purchase 500,000 Common Shares of WAVO Corporation at the
purchase price of $4.00 per share, exercisable as to 166,667 shares commencing
on August 3, 1999, as to an additional 166,667 shares commencing on July 26,
2000, and as to an additional 166,666 shares commencing on July 26, 2001. The
option shall expire on July 26, 2009, unless earlier terminated or cancelled
pursuant to the terms of the Plan.

         (b) The Company shall grant to Employee an option under the 1997
Incentive Plan to purchase 250,000 Common Shares of the Company at the purchase
price of $10.00 per share, which option shall vest and become exercisable on the
earlier of (i) the date on which the

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closing sale price of WAVO's Common Shares is at least $15.00 per share for any
20 trading days in any 3 month period, commencing on July 26, 1999 and ending on
July 26, 2001, or (ii) July 26, 2007. The option shall expire on July 26, 2009,
unless earlier terminated or cancelled pursuant to the terms of the Plan.


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         (c) The Company shall grant to Employee an option under the 1997
Incentive Plan to purchase 250,000 Common Shares of the Company at the purchase
price of $10.00 per share, which option shall vest and become exercisable on the
earlier of (i) the date on which the closing sale price of WAVO's Common Shares
is at least $25.00 per share for any 20 trading days in any 3 month period,
commencing on July 26, 1999 and ending on July 26, 2002, or (ii) July 26, 2007.
The option shall expire on July 26, 2009, unless earlier terminated or cancelled
pursuant to the terms of the Plan.



                                   ARTICLE III

                            TERMINATION OF EMPLOYMENT

         3.1 Termination for Cause. The Company shall have the right to
terminate Employee for Cause ("Cause") if the Board of Directors or Chief
Executive Officer of Company determines, in its or his reasonable discretion,
that any of the following events have occurred:

         (a) Employee refuses to perform his duties hereunder, engages in gross
misconduct, gross negligence, or otherwise materially breaches this Agreement;


         (b) Employee refuses or fails to comply with any reasonable and lawful
directive of the Company's Board of Directors or Chief Executive Officer;

         (c) Employee engages in conduct involving fraud, dishonesty,
embezzlement, theft or conduct that is detrimental to the Company or that could
reasonably be expected to have a material adverse impact on the standing or
reputation of the Company;

         (d) Employee is convicted of committing a felony or crime involving
moral turpitude; or

         (e) Employee breaches his Covenant Not to Compete as provided in
Article IV of this Agreement, or any other similar obligation to the Company
imposed by law.

The Company shall provide written notice of a termination for Cause hereunder
and, with respect to a purported violation of subsection (a), (b) or (c) above
that is curable in such time period, shall afford Employee an opportunity to
cure or disprove the purported violation for the thirty-day period following
such notice. Upon a termination for Cause, Employee shall be entitled to receive
only such compensation and benefits as are due Employee through the effective
date of such termination.

         3.2 Termination Upon Employee's Voluntary Resignation. In the event
Employee

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voluntarily resigns his employment with the Company for good cause ("Good
Cause") which, for purposes of this Agreement, shall mean (A) a material
reduction in Employee's duties, responsibilities or title for other than Cause
as defined in Section 3.1 hereof, or (B) the appointment or election of a Chief
Executive Officer of the Company other than David E. Deeds or Employee, Employee
shall be entitled to continue to receive his salary pursuant to Section 2.1
hereof; however, Employee shall not be deemed an employee of the Company under
the 1997 Incentive Plan following such determination. Should Employee attain
alternative employment during the period between the date of such termination
and July 26, 2001, the Company's obligations under Section 2.1 will be reduced
by the amount of Employee's compensation from his new employer.

In the event Employee voluntarily resigns his employment with the Company for
other than Good Cause, Employee shall be entitled to receive only such
compensation and benefits as are due Employee through the effective date of such
resignation.

         3.3 Termination Upon Death of Employee. If during the term of this
Agreement Employee dies, then this Agreement shall terminate and the Company
shall pay to the estate of Employee only the compensation and benefits
(including any life insurance benefits provided to Employee' estate under the
Company's standard policies as in effect) due Employee through the date of his
death.

         3.4 Termination Upon Disability of Employee. If during the term of this
Agreement Employee is unable to perform the services required of Employee
pursuant to this Agreement with or without reasonable accommodation for a
continuous period of ninety (90) days due to disability or incapacity by reason
of any physical or mental illness, then the Company shall have the right to
terminate this Agreement at the end of such ninety-day period by giving written
notice to Employee. Employee shall be entitled to receive only his normal
compensation and benefits through the date of his termination; provided,
Employee shall be entitled to receive any disability insurance benefits for
which he is then eligible under Company sponsored disability insurance policies.

         3.5 Termination By The Company Other than for Cause, Death, Disability
or Voluntary Resignation. The Company shall have the right to terminate
Employee's employment other than for Cause, death, disability or voluntary
resignation upon thirty (30) days prior written notice to Employee. In the event
the Company elects to terminate Employee for any reason other than for Cause,
death, disability or voluntary resignation of Employee, the Company shall
continue to pay to Employee his salary pursuant to Section 2.1 hereof. Should
Employee attain alternative employment during the period between the date of
termination and July 26, 2001, the Company's obligations under this Section 3.5
will be reduced by the amount of Employee's compensation from his new employer.

         3.6 Vesting of Options upon Termination. If this Agreement is
terminated pursuant to the operation of Sections 3.2, 3.3, 3.4 or 3.5, then all
unvested options previously granted to Employee (except the options set forth in
Section 2.6(b) and (c)) shall immediately vest and

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become exercisable in full.

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                                   ARTICLE IV

                              RESTRICTIVE COVENANTS

         4.1 Confidential Information. Employee hereby agrees and acknowledges
that the following ideas, information and materials in written, oral, magnetic,
photographic, optical or other form and whether now existing or developed or
created during the period of Employee's employment or engagement with the
Company (the "Confidential Information") are proprietary to the Company and are
highly sensitive in nature: (1) customer lists and customer information as
compiled by the Company, including customer orders, product usage, product
volumes, pricing, customer technology, sale and contract terms and conditions,
contract expirations, and other compiled customer information; (2) the Company's
internal practices and procedures; (3) the Company's financial condition and
financial results of operation to the extent not generally available to the
public; (4) supply of materials information, including sources and costs; (5)
information relating to designs, formulas, developmental or experimental work,
know-how, products, processes, computer programs, source codes, databases,
designs, schematics, inventions, creations, original works of authorship, or
other subject matter related to the Company's research and development,
strategic planning, manufacturing, engineering, purchasing, finance, marketing,
promotion, distribution, and selling activities, whether now existing, or
acquired, developed, or made available anytime in the future to the Company; (6)
all information which Employee has a reasonable basis to consider confidential
or which is treated by the Company as confidential; and (7) any and all
information having independent economic value to the Company that is not
generally known to, and not readily ascertainable by proper means by, persons
who can obtain economic value from its disclosure or use. Employee acknowledges
that such information is Confidential Information whether disclosed to or
learned by Employee or originated by Employee during employment by the Company.
In the event that information is not clearly and obviously publicly available,
all information about the Company shall be presumed to be confidential.

         4.2 General Knowledge. The general skills and experience gained by
Employee during Employee's employment or engagement by the Company, and
information publicly available or generally known within the industries or
trades in which the Company competes, are not considered Confidential
Information. Following the Non-Competition Period (as defined in Section 4.7),
Employee is not restricted from working with a person or entity which has
independently developed information or materials similar to the Confidential
Information, but in such a circumstance, Employee agrees not to disclose the
fact that any similarity exists between the Confidential Information and the
independently developed information and materials, and Employee understands that
such similarity does not excuse Employee from the non-disclosure and other
obligations in this Agreement.

         4.3 Employee's Obligations as to Confidential Information and
Materials. During Employee's employment or engagement by the Company, Employee
will have access to the Confidential Information and will occupy a position of
trust and confidence with respect to the Confidential Information and the
Company's affairs and business. Employee agrees to take the

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following steps to preserve the confidential and proprietary nature of the
Confidential Information:

                  (a) Non-Disclosure. During and after Employee's employment or
engagement by the Company, Employee will not use, disclose or otherwise permit
any person or entity access to any of the Confidential Information other than as
required in the performance of Employee's duties with the Company. Employee
understands that Employee is not allowed to sell, license, market or otherwise
exploit any products or services (including software or firmware in any form)
which embody in whole or in part any Confidential Information.

                  (b) Prevent Disclosure. Employee will take all reasonable
precautions to prevent disclosure of the Confidential Information to
unauthorized persons or entities.

                  (c) Abide by the Company's Restrictions. Employee will treat
as confidential and proprietary any information or materials from outside the
Company which the Company is obligated to treat as confidential or proprietary,
in accordance with the Company's reasonable instructions to Employee.

                  (d) Return All Materials. Upon termination of Employee's
employment or engagement by the Company for any reason whatsoever, Employee will
deliver to the Company all tangible materials embodying the Confidential
Information, including any documentation, records, listings, notes, data,
sketches, drawings, memoranda, models, accounts, reference materials, samples,
machine-readable media and equipment which in any way relate to the Confidential
Information, and Employee agrees not to retain any copies of any of the above
materials.

         4.4 Inform Subsequent Employers. Employee covenants and agrees that,
for a period of twelve (12) months following termination of the Non-Competition
Period, prior to accepting subsequent employment with an employer engaged in
substantially the same line of work as the Company, Employee shall: (a) inform
any such subsequent employer in writing that this Agreement exists; and (b)
provide the Company with a copy of such writing.

         4.5 Right to Intellectual Property and New Ideas; Assignment.

                  (a) Any Intellectual Property (as defined below) conceived,
developed, or reduced to practice, or caused to be conceived, developed, or
reduced to practice, by Employee, alone or in conjunction with others, whether
during or after business hours, during the term of Employee' employment with the
Company or within two (2) years of termination (to the extent the Intellectual
Property developed relates to the Intellectual Property of the Company), shall
be deemed to have been made or developed by Employee solely for the benefit of
the Company, shall be held in trust for the exclusive use and benefit of the
Company, and shall be the sole and exclusive property of the Company. Employee
shall not, either during the term of his employment or after termination, use or
disclose to any third

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party such Intellectual Property, except as expressly authorized by the Company
in writing. "Intellectual Property" shall mean any and all Inventions (as
defined below), Works of Authorship, trademarks, and copyrights conceived,
created, developed, discovered, or reduced to practice during Employee's
employment by the Company (either prior to or after the date of this Agreement)
and that (i) relate directly or indirectly to the business of the Company or to
the actual or demonstrably anticipated research or development of the Company,
(ii) result from or are suggested by any work assigned to or performed by
Employee for the Company; or (iii) are used to develop or improve any of the
Company's equipment, supplies, facilities, products, services, or trade secrets,
whether or not such Intellectual Property is developed entirely on Employee's
own time and with or without use of the Company's property. "Invention(s)" shall
mean any and all discoveries, improvements, ideas, concepts, creative works, and
designs, whether or not in writing or reduced to practice, and whether or not
they are patentable, including but not limited to devices, processes, methods,
formulas, and techniques and know-how.

                  (b) Employee agrees to make prompt and full disclosure to the
Company of all Intellectual Property described in subparagraph (a) above.

                  (c) Employee agrees to assign, and does hereby assign, to the
Company all right, title, and interest in and to any such Intellectual Property,
including without limitation, any "moral" rights which Employee may have therein
under any copyright law or other similar law, and further agrees, during the
term of employment and after termination (whether such termination be voluntary
or involuntary), at any time at the Company's request and expense, to review,
execute, acknowledge, and deliver any and all papers necessary to secure legal
protection for the Company therefor in any country in the world, including but
not limited to applications for patents, trademarks, service marks, and
copyrights, and to execute any oath or declaration and verify any document in
connection with carrying out the terms of this Agreement.

                  (d) In the event the Company is unable for any reason
whatsoever to secure the signature of Employee to any lawful and necessary
documents required to effectuate the provisions of this Agreement, including
those necessary for the assignment of, application for, or prosecution of any
United States or foreign applications for letters patent or copyright, Employee
hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as agent and attorney in fact, to act for and in Employee'
behalf and stead to execute and file any such application and to do all other
lawfully permitted acts to further the assignment, prosecution, and issuance of
letters patent or copyright thereon with the same legal force and effect as if
executed by Employee. Employee hereby waives and quitclaims to the Company any
and all claims of any nature whatsoever which Employee may now have or may
hereafter have for infringement of any patent or copyright resulting from any
such application.

                  (e) Employee agrees that any copyrights in work produced by
Employee during the term of his employment with the Company which relate to
past, present or

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foreseeable business, products, developments, technology or activities of the
Company shall be considered as a "work for hire" or, in the event such works are
deemed as not "works for hire", shall be transferred to the Company, and shall
belong solely to the Company.


         4.6 Conflicting Obligations and Rights. Employee agrees to inform the
Company in writing of any apparent conflict between Employee's work for the
Company and (a) any obligations Employee may have to preserve the
confidentiality of another's proprietary information or materials, or (b) any
rights Employee claims to any patents, copyrights, trade secrets, or other
inventions, ideas or similar rights, before performing that work. Otherwise, the
Company may conclude that no such conflict exists and Employee agrees thereafter
to make no such claim against the Company. The Company shall receive such
disclosures in confidence.

         4.7 Non-Competition.

                  (a) Non-competition. By execution of this Agreement, Employee
agrees that during his employment with the Company and for a period of twelve
(12) months following the date of expiration or termination of his employment
hereunder (the "Non-Competition Period") for any reason (whether such
termination shall be voluntary or involuntary), Employee will not, within the
United States (in which territory Employee acknowledges that the Company has
sold or marketed its products or services and conducted its Business (as defined
below) as of the date hereof), directly or indirectly, compete with the Company
by carrying on a business that is substantially similar to the Business.
Employee agrees that the twelve (12) month period referred to in the preceding
sentence shall be extended by the number of days during any such period in which
he is or was engaged in activities constituting a breach of this Section 4.7.

                  (b) Definition of "Compete". For the purposes of this Section
4.7, the term "compete" shall mean with respect to the Business: (i) managing,
supervising, or otherwise participating in a management or sales capacity; (ii)
calling on, soliciting, taking away, accepting as a client or customer, or
attempting to call on, solicit, take away, or accept as a client or customer,
any individual, partnership, corporation, company, association, or other entity
that was a client or customer of the Company as of, or immediately prior to, the
date hereof; (iii) hiring, soliciting, taking away, or attempting to hire,
solicit, or take away, either on Employee's behalf or on behalf of any other
person or entity, any person serving immediately prior to the date hereof or
during the term hereof as an employee in connection with the Business; or (iv)
entering into or attempting to enter into any business substantially similar to
the Business, either alone or with any individual, partnership, corporation,
company, association, or other entity.

                  (c) Direct or Indirect Competition. For the purposes of this
Section 4.7, the words "directly or indirectly" as they modify the word
"compete" shall mean: (i) acting as an agent, representative, consultant,
officer, director, member, independent contractor, or

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employee of any entity or enterprise that is competing (as defined in Section
4.7(b) hereof) with the Business; (ii) participating in any such competing
entity or enterprise as an owner, partner, limited partner, joint venturer,
member, creditor, or stockholder (except as a stockholder holding less than a
one percent (1%) interest in a corporation whose shares are actively traded on a
regional or national securities exchange or in the over-the-counter market); and
(iii) communicating to any such competing entity or enterprise the names or
addresses or any other information concerning any past, present, or identified
prospective client or customer of the Company or any entity having title to the
goodwill of the Company with respect to the Business.

                  (d) Business. For purposes of this Agreement, the term
"Business" shall mean the business as conducted by the Company and its
subsidiaries and affiliates immediately prior to the date hereof and/or
developed during the term of this Agreement.

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                  (e) Acknowledgment. Employee expressly agrees and acknowledges
that:

                           (i) it will require at least twelve (12) months for
         the Company to locate, hire and train an appropriate individual to
         perform the functions and duties that Employee is performing hereunder;


                           (ii) the Company has protected business interests
         throughout the United States and that competition with and against such
         business interests would be harmful to the Company;

                           (iii) this covenant not to compete is reasonable as
         to time and geographical area and does not place any unreasonable
         burden upon him;

                           (iv) the general public will not be harmed as a
         result of enforcement of this covenant not to compete;

                           (v) his personal legal counsel has reviewed this
         covenant not to compete; and

                           (vi) he understands and hereby agrees to each and
         every term and condition of this covenant not to compete.

         4.8 Non-Disparagement. During the term of this Agreement and the
Non-Competition Period, neither Employee nor the Company shall disparage the
other, and neither shall disclose to any third party the conditions of
Employee's employment with the Company except as may be required (a) pursuant to
applicable law or regulations, including the rules and regulations of the
Securities and Exchange Commission, (b) to effectuate the provisions of employee
benefit plans or programs and insurance policies, or (c) as may be otherwise
contemplated herein or unless such information becomes publicly available
without fault of the party making such disclosure.

         4.9 Remedies. Employee expressly agrees and acknowledges that the
covenants set forth in Sections 4.1 through Section 4.8 are necessary for the
protection of the interests of the Company and its subsidiaries and affiliates
because of the nature and scope of their business and his position with the
Company. Further, Employee acknowledges that any breach of such covenants would
result in irreparable damage to the Company, that money damages will not
sufficiently compensate the Company for its injury caused thereby, and that the
remedy at law for any breach or threatened breach of any of such covenants will
be inadequate. Accordingly, Employee agrees that the Company shall, in addition
to all other available remedies (including without limitation, seeking such
damages as it can show it has sustained by reason of such breach), be entitled
to injunctive relief or specific performance and that, in addition to any money
damages obtained by the Company, Employee may be restrained and enjoined from
any continuing breach of this covenant not to compete without any bond or other
security being

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required by any court. Employee further acknowledges and agrees that if such
covenants, or any of them, are deemed to be unenforceable and/or the Employee
fails to comply with this Article IV, the Company has no obligation to provide
any compensation or other benefits described in Article II hereof.

         4.10 Scope of Article. For purposes of this Article IV, unless the
context otherwise requires, the term "Company" includes WAVO Corporation and its
direct and indirect subsidiaries and affiliates.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.1 Arbitration. Any dispute between the parties, whether arising out
of or in connection with this Agreement, shall be determined by arbitration,
which, other than the relief provided in Section 4.9 hereof, shall be the
exclusive remedy of the parties. Any such dispute shall be submitted to and be
resolved in accordance with the rules and regulations of the American
Arbitration Association. The arbitration shall be held in Phoenix, Arizona. The
arbitrators shall state in writing the reasons for the award. The arbitrators
shall award compensatory damages to the prevailing party. The arbitrators shall
have no authority to award consequential or punitive or statutory damages, and
the parties hereby waive any claim to those damages to the fullest extent
allowed by law.

         5.2 Severability; Reformation. If any court or arbiter determines that
any of the restrictive covenants in this Agreement, or any part thereof, is or
are invalid or unenforceable, the remainder of the restrictive covenants shall
not thereby be affected and shall be given full effect, without regard to
invalid portions. If any of the provisions of this Agreement should ever be
deemed to exceed the temporal, geographic or occupational limitations permitted
by applicable laws, those provisions shall be and are hereby reformed to the
maximum temporal, geographic or occupational limitations permitted by law. If
the court or arbiter refuses to reform this Agreement as provided above, the
parties hereto agree to modify the provisions held to be unenforceable to
preserve each party's anticipated benefits thereunder.

         5.3 Attorneys' Fees. In the event of an action, proceeding or
arbitration to enforce this Agreement, the party prevailing therein shall
recover its or his reasonable attorneys' fees and costs.

         5.4 Notices. Any notice, election or communication to be given under
this Agreement shall be in writing and delivered in person, by telecopier,
private courier service, or deposited, certified or registered, in the United
States mail, postage prepaid, addressed as follows:

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        If to the Company:            WAVO Corporation
                                      3131 E. Camelback Rd., Suite 320
                                      Phoenix, Arizona  85016
                                      Attn: David E. Deeds, CEO

        With a copy to:               Douglas J. Reich
                                      General Counsel
                                      WAVO Corporation
                                      3131 E. Camelback Rd., Suite 320
                                      Phoenix, Arizona 85016

        If Employee, to him at:       Peter M. White
                                      WAVO Corporation
                                      3131 E. Camelback Rd., Suite 320
                                      Phoenix, AZ 85016

or to such other address as the Company or Employee may, from time to time,
designate in writing by notice hereunder. Notices delivered hereunder shall be
deemed to have been duly given: when delivered by hand, if personally delivered;
three (3) business days after being deposited in the mail, postage prepaid, if
delivered by mail; and when receipt is acknowledged, if telecopied or sent by
private courier service.

         5.5 Entire Agreement. This Agreement constitutes and embodies the full
and complete understanding and agreement of the parties hereto with respect to
the subject matter hereof and supersedes all prior understandings or agreements,
whether oral or in writing, including the Employment Agreement between Employee
and WavePhore Newscast, Inc., dated May 29, 1997, which hereby is terminated.

         5.6 Binding Nature. This Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns, and upon Employee and
his heirs and legal representatives.

         5.7 Captions; Headings. The captions and paragraph headings included in
this Agreement are for convenience of reference only and do not constitute a
part of this Agreement.

         5.8 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which shall constitute one and
the same document.

         5.9 Withholding. Employee acknowledges and agrees that payments made to
Employee by the Company pursuant to the terms of this Agreement may be subject
to tax withholding and that the Company may withhold against payments due
Employee any such amounts as well as any other amounts payable by Employee to
the Company.

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         5.10 Release. Receipt of any of the benefits to be provided to Employee
under this Agreement following termination of Employee' employment hereunder
shall be subject to Employee's compliance with any reasonable and lawful
policies or procedures of the Company relating to employee severance including
the execution and delivery by Employee of a release reasonably satisfactory to
the Company of any and all claims that Employee may have against the Company or
any related person, except for the continuing obligations provided herein, and
an agreement that Employee shall not disparage the Company.

         5.11 Assignment by the Company. Nothing in this Agreement shall
preclude the Company from consolidating or merging into or with, or transferring
all or substantially all of the Company's assets to, another corporation or
entity that assumes this Agreement and all obligations and undertakings of the
Company hereunder. Upon such consolidation, merger or transfer of assets and
assumption, the term "the Company" as used herein shall mean such other
corporation or entity, and this Agreement shall continue in full force and
effect.

         5.12 Assignment by Employee. This Agreement, or any right or interest
hereunder, may not be assigned by Employee, his beneficiaries or legal
representatives, without the Company's prior written consent; provided, however,
that nothing in this Section 5.12 shall preclude Employee from designating a
beneficiary to receive any benefit hereunder upon Employee' death, or shall
preclude the executors, administrators or other legal representatives of
Employee or his estate from assigning any right or interest hereunder to the
person or persons entitled to such right or interest.

         5.13 Modification. No modification, supplement, amendment or waiver of
this Agreement shall be binding unless executed in writing by all parties
hereto. A waiver of any of the provisions of this Agreement shall be not be
deemed to or constitute a waiver of any other provision hereof, nor shall any
such waiver constitute a continuing waiver unless otherwise expressly provided.

         5.14 Governing Law. This Agreement has been executed and delivered in
the State of Arizona, and its validity, interpretation, performance and
enforcement shall be governed by the laws of that state without regard to
conflict of law principles.

         5.15 Construction. This Agreement shall be construed fairly as to both
parties and not in favor of or against either party, regardless of which party
prepared this Agreement.

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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.



                                        WAVO CORPORATION,
                                        an Indiana corporation


                                        By: /s/ David E. Deeds
                                           -------------------------------------
                                             David E. Deeds,
                                             Chief Executive Officer


                                             PETER M. WHITE

                                              /s/Peter M .White
                                              ----------------------------------









(Emp.Agmnt)

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