Exhibit 4.6


                             CATCHER HOLDINGS, INC.

                        NOTICE OF RESTRICTED STOCK AWARD
                        --------------------------------

         Grantee's Name and Address:      Harry L. Casari

                                          --------------------------------------

                                          --------------------------------------
         You (the "Grantee") have been granted shares of Common Stock of the
Company (the "Award"), subject to the terms and conditions of this Notice of
Restricted Stock Award (the "Notice") and the Restricted Stock Award Agreement
(the "Agreement") attached hereto, as follows. Unless otherwise defined herein,
the terms defined in the Agreement shall have the same defined meanings in this
Notice.

        Award Number
                                          --------------------------------------
        Date of Award
                                          --------------------------------------

         Total Number of Shares
         of Common Stock Awarded
         (the "Shares")                   60,000

         Aggregate Fair Market
         Value of the Shares              $
                                           -------------------------------------

VESTING SCHEDULE:
----------------

         Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice and the Agreement, the Shares will "vest" in accordance
with the following schedule:

         20,000 Shares shall vest on January 5, 2007.

         20,000 Shares shall vest on January 7, 2008.

         20,000 Shares shall vest on January 7, 2009.

         In the event of the Grantee's change in status from Employee, Director
or Consultant to any other status of Employee, Director or Consultant, the
Shares shall continue to vest in accordance with the Vesting Schedule set forth
above.

         For purposes of this Notice and the Agreement, the term "vest" shall
mean, with respect to any Shares, that such Shares are no longer subject to
forfeiture to the Company. Shares that have not vested are deemed "Restricted
Shares." If the Grantee would become vested in a fraction of a Restricted Share,
such Restricted Share shall not vest until the Grantee becomes vested in the
entire Share. Vesting shall cease upon the date of termination of the Grantee's
Continuous Service for any reason (including death or Disability. In the event
the Grantee's Continuous Service is terminated for any reason (including death
or Disability), any Restricted Shares held by the Grantee immediately following
such termination of Continuous Service shall be deemed reconveyed to the Company
and the Company shall thereafter be the legal and beneficial owner of the
Restricted Shares and shall have all rights and interest in or related thereto
without further action by the Grantee.

                                       1
<PAGE>

         IN WITNESS WHEREOF, the Company and the Grantee have executed this
Notice and agree that the Award is to be governed by the terms and conditions of
this Notice and the Agreement.

                                       Catcher Holdings, Inc.,
                                       a Delaware corporation

                                       By:
                                          --------------------------------------

                                       Title:
                                             -----------------------------------

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE NOR THE AGREEMENT SHALL
CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE'S
CONTINUOUS SERIVCE.

         The Grantee acknowledges receipt of the Agreement and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts
the Award subject to all of the terms and provisions hereof and thereof. The
Grantee has reviewed this Notice and the Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Notice and
fully understands all provisions of this Notice and the Agreement. The Grantee
hereby agrees that all questions of interpretation and administration relating
to this Notice and the Agreement shall be resolved by the Board in accordance
with Section 11 of the Agreement. The Grantee further agrees to the venue
selection and waiver of a jury trial in accordance with Section 12 of the
Agreement. The Grantee further agrees to notify the Company upon any change in
the residence address indicated in this Notice.

Dated:                                     Signed:
      ----------------------------                -----------------------------







                                       2
<PAGE>

                                                   AWARD NUMBER:
                                                                ---------------
                             CATCHER HOLDINGS, INC.

                        RESTRICTED STOCK AWARD AGREEMENT
                        --------------------------------

         1. ISSUANCE OF SHARES. Catcher Holdings, Inc., a Delaware corporation
(the "Company"), hereby issues to the Grantee (the "Grantee") named in the
Notice of Restricted Stock Award (the "Notice"), the Total Number of Shares of
Common Stock Awarded set forth in the Notice (the "Shares"), subject to the
Notice and this Restricted Stock Award Agreement (the "Agreement"). All Shares
issued hereunder will be deemed issued to the Grantee as fully paid and
nonassessable shares, and the Grantee will have the right to vote the Shares at
meetings of the Company's stockholders. The Company shall pay any applicable
stock transfer taxes imposed upon the issuance of the Shares to the Grantee
hereunder.

         2. TRANSFER RESTRICTIONS. The Shares issued to the Grantee hereunder
may not be sold, transferred by gift, pledged, hypothecated, or otherwise
transferred or disposed of by the Grantee prior to the date when the Shares
become vested pursuant to the Vesting Schedule set forth in the Notice. Any
attempt to transfer Restricted Shares in violation of this Section 2 will be
null and void and will be disregarded.

         3. ESCROW OF STOCK. For purposes of facilitating the enforcement of the
provisions of this Agreement, the Grantee agrees, immediately upon receipt of
the certificate(s) for the Restricted Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as EXHIBIT A, executed in blank by the Grantee with respect to each such
stock certificate, to the Secretary or Assistant Secretary of the Company, or
their designee, to hold in escrow for so long as such Restricted Shares have not
vested pursuant to the Vesting Schedule set forth in the Notice, with the
authority to take all such actions and to effectuate all such transfers and/or
releases as may be necessary or appropriate to accomplish the objectives of this
Agreement in accordance with the terms hereof. The Grantee hereby acknowledges
that the appointment of the Secretary or Assistant Secretary of the Company (or
their designee) as the escrow holder hereunder with the stated authorities is a
material inducement to the Company to make this Agreement and that such
appointment is coupled with an interest and is accordingly irrevocable. The
Grantee agrees that such escrow holder shall not be liable to any party hereto
(or to any other party) for any actions or omissions unless such escrow holder
is grossly negligent relative thereto. The escrow holder may rely upon any
letter, notice or other document executed by any signature purported to be
genuine and may resign at any time. Upon the vesting of Restricted Shares, the
escrow holder will, without further order or instruction, transmit to the
Grantee the certificate evidencing such Shares.






                                        1
<PAGE>

        4.      ADDITIONAL SECURITIES AND DISTRIBUTIONS.

                (a) Any securities or cash received (other than a regular cash
dividend) as the result of ownership of the Restricted Shares (the "Additional
Securities"), including, but not by way of limitation, warrants, options and
securities received as a stock dividend or stock split, or as a result of a
recapitalization or reorganization or other similar change in the Company's
capital structure, shall be retained in escrow in the same manner and subject to
the same conditions and restrictions as the Restricted Shares with respect to
which they were issued, including, without limitation, the Vesting Schedule set
forth in the Notice. The Grantee shall be entitled to direct the Company to
exercise any warrant or option received as Additional Securities upon supplying
the funds necessary to do so, in which event the securities so purchased shall
constitute Additional Securities, but the Grantee may not direct the Company to
sell any such warrant or option. If Additional Securities consist of a
convertible security, the Grantee may exercise any conversion right, and any
securities so acquired shall constitute Additional Securities. In the event of
any change in certificates evidencing the Shares or the Additional Securities by
reason of any recapitalization, reorganization or other transaction that results
in the creation of Additional Securities, the escrow holder is authorized to
deliver to the issuer the certificates evidencing the Shares or the Additional
Securities in exchange for the certificates of the replacement securities.

                (b) The Company shall disburse to the Grantee all regular cash
dividends with respect to the Shares and Additional Securities (whether vested
or not), less any applicable withholding obligations.

        5.      TAXES.

                (a) NO SECTION 83(b) ELECTION. As a condition to receiving the
Shares, the Grantee agrees to refrain from making an election pursuant to
Section 83(b) of the Code with respect to the Shares.

                (b) PAYMENT OF WITHHOLDING TAXES. Prior to any event in
connection with the Award (e.g., vesting) that the Company determines may result
in any tax withholding obligation, whether United States federal, state, local
or non-U.S., including any employment tax obligation (the "Tax Withholding
Obligation"), the Grantee must arrange for the satisfaction of the minimum
amount of such Tax Withholding Obligation in a manner acceptable to the Company.

                    (i) BY SHARE WITHHOLDING. The Grantee authorizes the Company
to, upon the exercise of its sole discretion, withhold from those Shares
issuable to the Grantee the whole number of Shares sufficient to satisfy the
minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the
withheld Shares may not be sufficient to satisfy the Grantee's minimum Tax
Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the withholding of Shares described above.



                                       2
<PAGE>

                    (ii) BY SALE OF SHARES. Unless the Grantee determines to
satisfy the Tax Withholding Obligation by some other means in accordance with
clause (iii) below, the Grantee's acceptance of this Award constitutes the
Grantee's instruction and authorization to the Company and any brokerage firm
determined acceptable to the Company for such purpose to sell on the Grantee's
behalf a whole number of Shares from those Shares issuable to the Grantee as the
Company determines to be appropriate to generate cash proceeds sufficient to
satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be
sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or
as soon thereafter as practicable. The Grantee will be responsible for all
broker's fees and other costs of sale, and the Grantee agrees to indemnify and
hold the Company harmless from any losses, costs, damages, or expenses relating
to any such sale. To the extent the proceeds of such sale exceed the Grantee's
minimum Tax Withholding Obligation, the Company agrees to pay such excess in
cash to the Grantee. The Grantee acknowledges that the Company or its designee
is under no obligation to arrange for such sale at any particular price, and
that the proceeds of any such sale may not be sufficient to satisfy the
Grantee's minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to
pay to the Company or any Related Entity as soon as practicable, including
through additional payroll withholding, any amount of the Tax Withholding
Obligation that is not satisfied by the sale of Shares described above.

                    (iii) BY CHECK, WIRE TRANSFER OR OTHER MEANS. At any time
not less than five (5) business days (or such fewer number of business days as
determined by the Catcher) before any Tax Withholding Obligation arises (e.g., a
vesting date), the Grantee may elect to satisfy the Grantee's Tax Withholding
Obligation by delivering to the Company an amount that the Company determines is
sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to
such account as the Company may direct, (y) delivery of a certified check
payable to the Company, or (z) such other means as specified from time to time
by the Company.

         6. STOP-TRANSFER NOTICES. In order to ensure compliance with the
restrictions on transfer set forth in this Agreement or the Notice, the Company
may issue appropriate "stop transfer" instructions to its transfer agent, if
any, and, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

         7. REFUSAL TO TRANSFER. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

         8. RESTRICTIVE LEGENDS. The Grantee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:

            THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
            RESTRICTED BY THE TERMS OF THAT CERTAIN
            RESTRICTED STOCK AWARD AGREEMENT BETWEEN
            THE COMPANY AND THE NAMED STOCKHOLDERS. THE

                                       3
<PAGE>

            SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
            TRANSFERRED ONLY IN ACCORDANCE WITH SUCH
            AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE
            SECRETARY OF THE COMPANY.

         9. ENTIRE AGREEMENT: GOVERNING LAW. The Notice and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice
and this Agreement (except as expressly provided therein) is intended to confer
any rights or remedies on any persons other than the parties. The Notice and
this Agreement are to be construed in accordance with and governed by the
internal laws of the State of Virginia without giving effect to any choice of
law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the State of Virginia to the rights and duties of the
parties. Should any provision of the Notice or this Agreement be determined to
be illegal or unenforceable, such provision shall be enforced to the fullest
extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable.

         10. CONSTRUCTION. The captions used in the Notice and this Agreement
are inserted for convenience and shall not be deemed a part of the Award for
construction or interpretation. Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall include the singular.
Use of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

         11. ADMINISTRATION AND INTERPRETATION. Any question or dispute
regarding the administration or interpretation of the Notice or this Agreement
shall be submitted by the Grantee or by the Company to the Board. The resolution
of such question or dispute by the Board shall be final and binding on all
persons.

         12. VENUE AND WAIVER OF JURY TRIAL. The Company, the Grantee, and the
Grantee's assignees pursuant to Section 2 (the "parties") agree that any suit,
action, or proceeding arising out of or relating to the Notice or this Agreement
shall be brought in the United States District Court for the Eastern District of
Virginia (or should such court lack jurisdiction to hear such action, suit or
proceeding, in a Virginia state court in the County of Loudoun) and that the
parties shall submit to the jurisdiction of such court. The parties irrevocably
waive, to the fullest extent permitted by law, any objection the party may have
to the laying of venue for any such suit, action or proceeding brought in such
court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A
JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions
of this Section 12 shall for any reason be held invalid or unenforceable, it is
the specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.

         13. NOTICES. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid,

                                       4
<PAGE>

addressed to the other party at its address as shown in these instruments, or to
such other address as such party may designate in writing from time to time to
the other party.

         14. CORPORATE TRANSACTION/CHANGE IN CONTROL. In the event of a
Corporate Transaction or Change in Control, the Award shall automatically become
fully vested for all of the Shares at the time represented by such portion of
the Award, immediately prior to the specified effective date of such Corporate
Transaction or Change in Control.

         15. DEFINITIONS. As used herein, the following definitions shall apply:

                (a) "AFFILIATE" and "ASSOCIATE" shall have the respective
meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act.

                (b) "APPLICABLE LAWS" means the legal requirements applicable to
the issuance of Awards, if any, under applicable provisions of federal
securities laws, state corporate and securities laws, the Code, the rules of any
applicable stock exchange or national market system, and the rules of any
non-U.S. jurisdiction applicable to Awards granted to residents therein.

                (c) "AWARD" means the sale of Restricted Shares hereunder.

                (d) "BOARD" means the Board of Directors of the Company and
shall include any committee of the Board or Officer of the Company to which the
Board has delegated its authority under this Agreement.

                (e) "CHANGE IN CONTROL" means a change in ownership or control
of the Company effected through either of the following transactions:

                        (i) the direct or indirect acquisition by any person or
related group of persons (other than an acquisition from or by the Company or by
a Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities pursuant to
a tender or exchange offer made directly to the Company's stockholders which a
majority of the Continuing Directors who are not Affiliates or Associates of the
offeror do not recommend such stockholders accept, or

                        (ii) a change in the composition of the Board over a
period of twelve (12) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who are
Continuing Directors.

                (f) "CODE" means the Internal Revenue Code of 1986, as amended.

                (g) "COMMON STOCK" means the common stock of the Company.

                (h) "COMPANY" means Catcher Holdings, Inc., a Delaware
corporation.


                                       5
<PAGE>

                (i) "CONSULTANT" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

                (j) "CONTINUING DIRECTORS" means members of the Board who either
(i) have been Board members continuously for a period of at least twelve (12)
months or (ii) have been Board members for less than twelve (12) months and were
elected or nominated for election as Board members by at least a majority of the
Board members described in clause (i) who were still in office at the time such
election or nomination was approved by the Board.

                (k) "CONTINUOUS SERVICE" means that the provision of services to
the Company or a Related Entity in any capacity of Employee, Director or
Consultant is not interrupted or terminated. In jurisdictions requiring notice
in advance of an effective termination as an Employee, Director or Consultant,
Continuous Service shall be deemed terminated upon the actual cessation of
providing services to the Company or a Related Entity notwithstanding any
required notice period that must be fulfilled before a termination as an
Employee, Director or Consultant can be effective under Applicable Laws. A
Grantee's Continuous Service shall be deemed to have terminated either upon an
actual termination of Continuous Service or upon the entity for which the
Grantee provides services ceasing to be a Related Entity. Continuous Service
shall not be considered interrupted in the case of (i) any approved leave of
absence, (ii) transfers among the Company, any Related Entity, or any successor,
in any capacity of Employee, Director or Consultant, or (iii) any change in
status as long as the individual remains in the service of the Company or a
Related Entity in any capacity of Employee, Director or Consultant (except as
otherwise provided in the Award Agreement). An approved leave of absence shall
include sick leave, military leave, or any other authorized personal leave.

                (l) "CORPORATE TRANSACTION" means any of the following
transactions, provided, however, that the Board shall determine under parts (iv)
and (v) whether multiple transactions are related, and its determination shall
be final, binding and conclusive:

                    (i) a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the state in which the Company is incorporated;

                    (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company;

                    (iii) the complete liquidation or dissolution of the
Company;

                    (iv) any reverse merger or series of related transactions
culminating in a reverse merger (including, but not limited to, a tender offer
followed by a reverse merger) in which the Company is the surviving entity but
(A) the shares of Common Stock outstanding immediately prior to such merger are
converted or exchanged by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, or (B) in which securities possessing
more than forty percent (40%) of the total combined voting power of the
Company's outstanding securities are transferred to a person or persons
different from those who held such


                                       6
<PAGE>

securities immediately prior to such merger or the initial transaction
culminating in such merger, but excluding any such transaction or series of
related transactions that the Board determines shall not be a Corporate
Transaction; or

                    (v) acquisition in a single or series of related
transactions by any person or related group of persons (other than the Company
or by a Company-sponsored employee benefit plan) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Board determines shall not be a Corporate Transaction.

                (m) "DIRECTOR" means a member of the Board or the board of
directors of any Related Entity.

                (n) "DISABILITY" means as defined under the long-term disability
policy of the Company or the Related Entity to which the Grantee provides
services regardless of whether the Grantee is covered by such policy. If the
Company or the Related Entity to which the Grantee provides service does not
have a long-term disability plan in place, "Disability" means that a Grantee is
unable to carry out the responsibilities and functions of the position held by
the Grantee by reason of any medically determinable physical or mental
impairment for a period of not less than ninety (90) consecutive days. A Grantee
will not be considered to have incurred a Disability unless he or she furnishes
proof of such impairment sufficient to satisfy the Board in its discretion.

                (o) "EMPLOYEE" means any person, including an Officer or
Director, who is in the employ of the Company or any Related Entity, subject to
the control and direction of the Company or any Related Entity as to both the
work to be performed and the manner and method of performance. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.

                (p) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                (q) "OFFICER" means a person who is an officer of the Company or
a Related Entity within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.

                (r) "PARENT" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                (s) "RELATED ENTITY" means any Parent or Subsidiary of the
Company and any business, corporation, partnership, limited liability company or
other entity in which the Company or a Parent or a Subsidiary of the Company
holds a substantial ownership interest, directly or indirectly.

                (t) "SHARE" means a share of the Common Stock.

                (u) "SUBSIDIARY" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.


                                       7
<PAGE>

                                END OF AGREEMENT




















                                       8
<PAGE>

                                    EXHIBIT A

                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

                  FOR VALUE RECEIVED, ____________________________ hereby sells,
assigns and transfers unto _______________________, __________________ (____)
shares of the Common Stock of Catcher Holdings, Inc., a Delaware corporation
(the "Company"), standing in his name on the books of, the Company represented
by Certificate No. __ herewith, and does hereby irrevocably constitute and
appoint the Secretary of the Company attorney to transfer the said stock in the
books of the Company with full power of substitution.

DATED:
      ----------------------

                                        ----------------------------------------


[PLEASE SIGN THIS DOCUMENT BUT DO NOT DATE IT. THE DATE AND INFORMATION OF THE
TRANSFEREE WILL BE COMPLETED IF AND WHEN THE SHARES ARE ASSIGNED.]



















                                       9