AMENDMENT NO. 1

                                       TO

                         DATA DELIVERY NETWORK AGREEMENT



         THIS AMENDMENT NO. 1 TO DATA DELIVERY NETWORK AGREEMENT (this

"Amendment") is made as of September 11, 2000, by and between WAVO CORPORATION

(f/k/a WAVEPHORE, INC.), an Indiana corporation ("Wavo"), and NATIONAL DATACAST,

INC., a Delaware corporation ("NDI").



         WHEREAS, WAVO and NDI are parties to that certain Data Delivery Network

Agreement dated October 15, 1996 (the "Agreement");



         WHEREAS, WAVO currently is in arrears on the payments due NDI under the

Agreement;



         WHEREAS, after giving effect to all payments made by Wavo under the

Agreement, there remains Four Million Four Hundred Thousand Dollars ($4,400,000)

of guaranteed base payments payable during the remainder of the Initial Service

Term; and



         WHEREAS, the parties have agreed to revise the payment schedule under

the Agreement, and therefore desire to amend the terms of the Agreement to

reflect, in writing, their mutual understandings and agreements as to the

revised payment schedule and other matters described herein.



         NOW, THEREFORE, in consideration of the foregoing and of other good and

valuable consideration set forth herein, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto, intending to be legally bound,

hereby covenant and agree as follows:



     1.   In addition to any bonus payments which may in the future become

          payable to NDI under the Agreement, for the remainder of the Initial

          Service Term, Wavo will pay a total of Two Million Dollars

          ($2,000,000) in cash to NDI, of which Eight Hundred Thousand Dollars

          ($800,000) will be payable on October 15, 2000, Two Hundred Thousand

          Dollars ($200,000) will be payable on November 15, 2000, Four Hundred

          Thousand Dollars ($400,000) will be payable on January 15, 2001, Four

          Hundred Thousand Dollars ($400,000) will be payable on February 15,

          2001, and the final payment of Two Hundred Thousand Dollars ($200,000)

          will be payable on April 15, 2001.



     2.   (a) Within ten (10) business days of the date hereof, Wavo will

          deliver to NDI shares of common stock of Wavo in a number equal to One

          Million Four Hundred Thousand Dollars ($1,400,000) divided by the

          closing sale price of such stock, as reported by NASDAQ (the "Closing

          Price") on the second business day prior to delivery of such stock

          (the "Wavo Shares"). Within thirty (30) days after delivery of the

          Wavo Shares, Wavo shall file a registration statement on Form S-3, or

          another appropriate form, with the

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          Securities and Exchange Commission (the "SEC") covering the resale of

          the Wavo Shares by NDI (the "Registration Statement"). Wavo hereby

          represents to NDI that it is currently eligible to register the Wavo

          Shares on Form S-3 under the Securities Act of 1933, as amended. Wavo

          will use its best efforts to cause such Registration Statement to be

          declared effective by the SEC as early as practicable, but no later

          than ninety (90) days after its initial filing with the SEC. If the

          Registration Statement is not declared effective within such ninety

          (90) day period, Wavo will be immediately obligated to repurchase the

          Wavo Shares for One Million Four Hundred Thousand Dollars ($1,400,000)

          (the "Share Repurchase Obligation"), unless, prior to the expiration

          of such ninety (90) day period, Wavo delivers to NDI a letter from its

          outside legal counsel responsible for the filing of the Registration

          Statement to the effect that, in the reasonable judgment of such

          counsel, the SEC is expected to declare the Registration Statement

          effective within ten (10) business days following the end of the

          ninety (90) day period. Upon receipt by NDI of such a letter, (i) Wavo

          will have an additional ten (10) business days after the expiration of

          the ninety (90) day period to cause the Registration Statement to be

          declared effective and (ii) the Share Repurchase Obligation will be

          triggered only upon the end of such ten (10) business day period if

          the Registration Statement is not effective prior to the expiration of

          such ten (10) business day period. Wavo will use its best efforts to

          ensure that the Registration Statement remains effective until the

          earlier of (i) such time as NDI has realized One Million Four Hundred

          Thousand Dollars ($1,400,000) of net proceeds (as described below)

          from the sale of the Wavo Shares or (ii) such time as NDI has sold all

          of the Wavo Shares.



          (b) If the sum of the total net proceeds (gross proceeds less direct

          selling costs) received by NDI from the sale of the Wavo Shares is

          less than One Million Four Hundred Thousand Dollars ($1,400,000), Wavo

          shall, within three (3) business days after receipt of notice by NDI

          of the sale of the last Wavo Shares, issue a promissory note in the

          amount represented by the difference between One Million Four Hundred

          Thousand Dollars ($1,400,000) and the total net proceeds received by

          NDI from the sale of the Wavo Shares. Such promissory note will be

          payable by Wavo in cash to NDI in three equal monthly installments

          commencing thirty (30) days after the end of the date required for

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