EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT

         This  agreement,  dated as of March  15,  2006  (this  "Agreement")  is
entered into by and among Catcher  Holdings,  Inc., a Delaware  corporation (the
"Company"),  and the persons and  entities  listed on EXHIBIT A hereto  (each an
"Investor" and collectively, the "Investors").

                                    RECITALS

         WHEREAS,  the Company and the Investors  have entered into a Securities
Purchase Agreement of even date herewith (the "Purchase  Agreement") pursuant to
which the Investors will purchase  1,341,000  Units (the "Units")  consisting in
the aggregate of 2,682,000  shares of the Company's  common stock (the "Shares")
and Series D Warrants  (the  "Warrants")  to purchase an  aggregate of 1,341,000
additional shares of the Company's common stock (the "Warrant Shares"); and

         WHEREAS,  the Company and the  Investors  desire to provide for certain
arrangements  with respect to the  registration of the Shares and Warrant Shares
under the Securities Act of 1933, as amended (the "Securities Act");

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained in this agreement, the parties hereto agree as follows:

         1. CERTAIN DEFINITIONS.

         As used in this agreement, the following terms shall have the following
respective meanings:

                  1.1. The term  "Commission"  means the Securities and Exchange
Commission, or any other federal agency at the time administering the Securities
Act.

                  1.2. The term "Effectiveness  Date" means, with respect to any
registration statement required to be filed hereunder, the six month anniversary
of the Filing Date.

                  1.3. The term  "Filing  Date"  means, (a) with  respect to the
initial registration statement required to be filed hereunder, the 45th calendar
day following the Initial  Closing Date (as defined in the Purchase  Agreement),
(b) with respect to a  registration  statement  required to be filed pursuant to
Section 2.2 hereunder,  the later of (i) the one-year anniversary of the date on
which the initial  registration  statement  referred to in (a) above is declared
effective and (ii) the one-year  anniversary of the Effectiveness  Date, and (c)
with respect to any additional  registration statements which may be required to
be filed  pursuant to Section 3.13,  the 30th calendar day following the date on
which the Company  first  knows,  or  reasonably  should  have known,  that such
additional registration statement is required hereunder.

                  1.4. The term  "Holder" shall mean any person owning or having
the right to acquire  Registrable  Securities or any  permitted  transferee of a
Holder.

                  1.5. The terms  "register,"  "registered"  and  "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement or similar  document in compliance  with the  Securities  Act, and the
declaration  or  order  of  effectiveness  of  such  registration  statement  or
document.




<PAGE>

                  1.6. The term  "Registrable  Securities" shall mean the Shares
and any  securities  issued or issuable upon any stock split,  dividend or other
distribution,  recapitalization  or similar event with respect to the foregoing;
provided,  however,  that such  securities  shall only be treated as Registrable
Securities  if and  only for so long as they  (i)  have  not  been  disposed  of
pursuant to a registration statement declared effective by the Commission;  (ii)
have not been sold in a transaction  exempt from the registration and prospectus
delivery  requirements  of the Securities Act so that all transfer  restrictions
and restrictive  legends with respect thereto are removed upon the  consummation
of such sale; and (iii) are held by a Holder.

                  1.7. The  term  "Registrable  Warrant  Shares" shall  mean the
Warrant  Shares and any  securities  issued or  issuable  upon any stock  split,
dividend or other  distribution,  recapitalization or similar event with respect
to the foregoing;  provided, however, that such securities shall only be treated
as Registrable  Warrant Shares if and only for so long as they (i) have not been
disposed of pursuant  to a  registration  statement  declared  effective  by the
Commission;   (ii)  have  not  been  sold  in  a  transaction  exempt  from  the
registration and prospectus delivery  requirements of the Securities Act so that
all transfer  restrictions  and  restrictive  legends  with respect  thereto are
removed upon the consummation of such sale; and (iii) are held by a Holder.

                  1.8. The term "Selling Holders" shall mean the Holders selling
their Registrable Securities or Registrable Warrant Shares.

         2. MANDATORY REGISTRATION. The Company agrees that:

                  2.1. on or prior to each relevant  Filing Date, it will file a
registration  statement on Form SB-2 (or on such other form appropriate for such
purpose) (the "Mandatory  Registration")  covering the resale of the Registrable
Securities.

                  2.2. on or prior to the relevant Filing  Date,  it will file a
registration  statement on Form SB-2 (or on such other form appropriate for such
purpose) covering the resale of the Registrable Warrant Shares.

                  2.3. it will use its commercially  reasonable efforts and will
cooperate fully with the Commission to cause such  registration  statement to be
declared  effective by the  Commission as promptly as possible  after the filing
thereof,  including  without  limitation  by using its  commercially  reasonable
efforts to respond to any comments of the Commission within thirty (30) calendar
days  following  receipt of the initial  comments from the Commission and within
fifteen (15) business days following receipt of any additional comments received
from the Commission.

In the  event  that  (i) the  Company  fails  to file a  registration  statement
covering the resale of Registrable  Securities on or before the Filing  Deadline
(the "Default Date"), (ii) the Company fails to use its commercially  reasonable
efforts to respond to any comments of the Commission within thirty (30) calendar
days  following  receipt of the initial  comments from the Commission and within
fifteen (15) business days following receipt of any additional comments received
from the  Commission,  (iii) a  registration  statement  filed or required to be
filed  hereunder is not declared  effective by the Commission on or prior to the
Effectiveness  Date of such registration  statement or (iv) after a registration
statement  is first  declared  effective  by the  Commission,  it ceases for any
reason to remain  continuously  effective as to all  Registrable  Securities  or
Registrable  Warrant  Shares for which it is required to be  effective  for more
than an aggregate of fifteen (15) trading days during any 12-month  period,  the
Company shall issue to each



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<PAGE>

Investor,  as liquidated damages and not as a penalty, that number of Shares and
Warrants  equal to one  percent  (1%) of the  respective  number of  Shares  and
Warrants  sold  to such  Investor  pursuant  to the  Purchase  Agreement  for no
additional cost to such Investor.  Additionally,  for every thirty (30) calendar
days (i) following the Default Date until the date such  registration  statement
has been filed with the Commission,  (ii) that the Company  continues to fail to
use commercially reasonable efforts to respond to any comments of the Commission
within thirty (30) calendar days following  receipt of the initial comments from
the Commission  and within  fifteen (15) business days following  receipt of any
additional   comments   received  from  the  Commission,   (iii)  following  the
Effectiveness  Date that a registration  statement filed or required to be filed
hereunder  is  not  declared  effective  by  the  Commission,  or  (iv)  that  a
registration statement ceases for any reason to remain continuously effective as
to all  Registrable  Securities or  Registrable  Warrant  Shares for which it is
required to be effective for more than an aggregate of fifteen (15) trading days
during any 12-month  period,  then the Company  shall issue to each  Holder,  as
liquidated  damages  and not as a penalty,  an  additional  number of Shares and
Warrants  equal to one  percent  (1%) of the  respective  number of  Shares  and
Warrants  sold  to  such  Investor  pursuant  to the  Purchase  Agreement  at no
additional cost to such Investor.

                  2.4.  the rights  under this  Section 2 shall be senior to and
have priority over any additional  registration rights that the Company may have
granted prior to the date hereof,  including, but not limited to, rights granted
under the  Amended  and  Restated  Registration  Rights  Agreement,  dated as of
February 2, 2006, as amended from time to time, by and among the Company and the
investors  listed  on  Exhibit  A  attached  thereto.   Consequently,  no  other
securities shall be included in the Mandatory  Registration unless and until all
Registrable   Securities   hereunder   have  been  included  in  such  Mandatory
Registration.

                  2.5. Each Holder  agrees to furnish to the Company a completed
Questionnaire  in the form  attached  to this  Agreement  as Annex B (a "Selling
Holder  Questionnaire").  The  Company  shall not be  required  to  include  the
Registrable  Securities of a Holder in a Registration Statement and shall not be
required to pay any  liquidated or other damages under Section 2.3 to any Holder
who  fails  to  furnish  to  the  Company  a  fully  completed   Selling  Holder
Questionnaire at least ten trading days prior to the Filing Date.

         3. REGISTRATION  PROCEDURES.  Whenever required under this Agreement to
include Registrable Securities in a registration  statement,  the Company shall,
as expeditiously as commercially, reasonably possible:

                  3.1.  Use its  commercially  reasonable  efforts to cause such
registration  statement to remain  effective until the later to occur of (i) two
(2) years from the date of this  Agreement,  or (ii) two (2) years from the date
the Investors  convert the Warrants to Warrant  Shares,  or (iii) such time that
all of such Registrable Securities and Registrable Warrant Shares are no longer,
by reason of Rule 144(k) under the Securities Act, required to be registered for
the sale  thereof  by such  Holders.  The  Company  will  also use  commercially
reasonable  efforts to,  during the period that such  registration  statement is
required to be maintained  hereunder,  file such  post-effective  amendments and
supplements  thereto as may be required by the  Securities Act and the rules and
regulations  thereunder;  provided,  however, that if applicable rules under the
Securities  Act governing  the  obligation  to file a  post-effective  amendment
permits,  in lieu of filing a  post-effective  amendment  that (A)  includes any
prospectus  required by Section  10(a)(3) of the  Securities Act or (B) reflects
facts or events representing a material or fundamental change in the information
set  forth  in the  registration  statement,  the  Company  may  incorporate  by
reference information required to be included in (A) and (B) above to the extent
such  information is contained in periodic  reports filed pursuant to Section 13
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), in the registration statement.



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<PAGE>

                  3.2.  Prepare and file with the Commission such amendments and
supplements  to  such  registration  statement,   and  the  prospectus  used  in
connection with such registration  statement, as may be necessary to comply with
the  provisions of the  Securities  Act with respect to the  disposition  of all
securities covered by such registration statement.

                  3.3. Upon receipt of a  confidentiality  agreement  reasonably
acceptable to the Company,  make available for inspection upon reasonable notice
during  the  Company's  regular  business  hours  by each  Selling  Holder,  any
underwriter  participating  in any  distribution  pursuant to such  registration
statement, and any attorney,  accountant or other agent retained by such Selling
Holder or  underwriter,  all financial and other  records,  pertinent  corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors and employees to supply all  information  reasonably  requested by any
such Selling Holder,  underwriter,  attorney,  accountant or agent in connection
with such registration statement.

                  3.4.  Furnish to the Selling Holders such numbers of copies of
a prospectus, including a preliminary prospectus as amended or supplemented from
time to time, in conformity  with the  requirements  of the Securities  Act, and
such other  documents as they may reasonably  request in order to facilitate the
disposition  of Registrable  Securities or  Registrable  Warrant Shares owned by
them.

                  3.5. Use its commercially  reasonable  efforts to register and
qualify  the  securities  covered by such  registration  statement  under  state
securities laws of such  jurisdictions  as shall be reasonably  requested by the
Selling Holders;  provided,  however,  that the Company shall not be required in
connection  therewith or as a condition  thereto to qualify to do business or to
file  a  general   consent  to  service  of  process  in  any  such   states  or
jurisdictions,  unless  the  Company  is  already  subject  to  service  in such
jurisdiction and except as may be required by the Securities Act.

                  3.6. In the event of any underwritten  public offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary  form,  with the managing  underwriter of such offering.  Each Selling
Holder  participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

                  3.7. Notify each Holder of Registrable  Securities  covered by
such registration  statement,  at any time when a prospectus relating thereto is
required to be delivered  under the  Securities  Act: (i) when the  registration
statement or any  post-effective  amendment  and  supplement  thereto has become
effective;  (ii) of the  issuance  by the  Commission  of any stop  order or the
initiation  of  proceedings  for that purpose (in which event the Company  shall
make every  reasonable  effort to obtain the withdrawal of any order  suspending
effectiveness  of the  registration  statement at the earliest  possible time or
prevent  the  entry  thereof);  (iii)  of  the  receipt  by the  Company  of any
notification  with  respect  to  the  suspension  of  the  qualification  of the
Registrable   Securities  or   Registrable   Warrant  Shares  for  sale  in  any
jurisdiction or the initiation of any proceeding for such purpose; and (iv) when
the Company notifies the Commission of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in the light of the circumstances then existing.

                  3.8.  Cause all such  Registrable  Securities  or  Registrable
Warrant Shares registered  hereunder to be listed on each securities exchange or
quotation  service on which  similar  securities  issued by the Company are then
listed or quoted.

                  3.9.   Provide  a  transfer   agent  and   registrar  for  all
Registrable  Securities or Registrable Warrant Shares registered pursuant hereto
and with the CUSIP number for all such  Registrable  Securities  or  Registrable
Warrant  Shares,  in  each  case  not  later  than  the  effective  date of such
registration.



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<PAGE>

                  3.10.  Cooperate  with the Selling  Holders  and the  managing
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  representing  the  Registrable  Securities or Registrable  Warrant
Shares to be sold, which certificates will not bear any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered in
such names as the  managing  underwriters,  if any,  shall  request at least two
business days prior to any sale of the  Registrable  Securities  or  Registrable
Warrant Shares to the underwriters.

                  3.11.  Comply with all applicable rules and regulations of the
Commission.

                  3.12.  If the offering is  underwritten  and at the request of
any Selling Holder,  use its commercially  reasonable  efforts to furnish on the
date that Registrable  Securities or Registrable Warrant Shares are delivered to
the underwriters for sale pursuant to such registration: (i) opinions dated such
date of counsel  representing the Company for the purposes of such registration,
addressed  to the  underwriters  and the  transfer  agent  for  the  Registrable
Securities or  Registrable  Warrant  Shares so delivered,  respectively,  to the
effect  that  such  registration   statement  has  become  effective  under  the
Securities Act and such Registrable Securities or Registrable Warrant Shares are
freely tradable,  and covering such other matters as are customarily  covered in
opinions of issuer's  counsel  delivered to underwriters  and transfer agents in
underwritten  public  offerings  and  (ii) a letter  dated  such  date  from the
independent  public  accountants who have certified the financial  statements of
the Company included in the registration  statement or the prospectus,  covering
such matters as are  customarily  covered in accountants'  letters  delivered to
underwriters in underwritten public offerings.

                  3.13. If at  any  time  (i)  after  a  registration  statement
relating to the  Registrable  Securities is declared  effective less than 90% of
the then Registrable  Securities are then registered in one or more registration
statements,  then the  Company  shall,  upon  written  request of a majority  in
interest of the Holders of  Registrable  Securities,  file as soon as reasonably
practicable  but in any case prior to the applicable  Filing Date, an additional
registration  statement covering the resale by the Holders of not less than 100%
of the number of then  Registrable  Securities,  and (ii)  after a  registration
statement relating to the Registrable  Warrant Shares is declared effective less
than 90% of the then  Registrable  Warrant Shares are then  registered in one or
more registration statements,  then the Company shall, upon written request of a
majority in interest of the Holders of Registrable  Warrant Shares, file as soon
as reasonably  practicable but in any case prior to the applicable  Filing Date,
an additional  registration  statement covering the resale by the Holders of not
less than 100% of the number of then Registrable Warrant Shares. For purposes of
this Section 3.13,  Registrable Securities or Registrable Warrant Shares held by
Holders who have not furnished a Selling Stockholder Questionnaire at the time a
registration  statement  referred to in (i) or (ii)  above,  as  applicable,  is
declared  effective or who have requested that their  Registrable  Securities or
Registrable  Warrant Shares not be included in a registration  statement,  shall
not be  included  in  determining  the  percent  of  Registrable  Securities  or
Registrable  Warrant Shares then registered pursuant to one or more registration
statements.

                  3.14.  Use  commercially   reasonable  efforts  to  avoid  the
issuance of, or, if issued,  obtain the  withdrawal of (a) any order  suspending
the  effectiveness  of a  registration  statement,  or (b) any suspension of the
qualification  (or  exemption  from  qualification)  of any  of the  Registrable
Securities or Registrable  Warrant Shares for sale in any  jurisdiction,  at the
earliest practicable moment.

         4.  FURNISH  INFORMATION.  It shall  be a  condition  precedent  to the
obligation  of the  Company to take any action with  respect to the  Registrable
Securities or Registrable  Warrant Shares of any Selling Holder that such Holder
shall  furnish  to the  Company  such  information  regarding  the  Holder,  the


                                      -5-
<PAGE>

Registrable Securities or Registrable Warrant Shares held by the Holder, and the
intended  method  of  disposition  of such  securities  as shall  be  reasonably
required by the Company to effect the registration of such Holder's  Registrable
Securities or Registrable Warrant Shares.

         5.  REGISTRATION  EXPENSES.  All  fees  and  expenses  incident  to the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company whether or not any Registrable  Securities or Registrable Warrant
Shares are sold  pursuant to a  registration  statement.  The fees and  expenses
referred to in the foregoing sentence shall include, without limitation, (a) all
registration and filing fees (including,  without limitation,  fees and expenses
(i) with respect to filings required to be made with the trading market on which
the  Common  Stock is then  listed  for  trading,  and (ii) in  compliance  with
applicable state securities or Blue Sky laws reasonably agreed to by the Company
in writing (including, without limitation, fees and disbursements of counsel for
the Company in  connection  with Blue Sky  qualifications  or  exemptions of the
Registrable  Securities and Registrable  Warrant Shares and determination of the
eligibility of the  Registrable  Securities and  Registrable  Warrant Shares for
investment  under the laws of such  jurisdictions  as requested by the Holders),
(b)  printing  expenses  (including,  without  limitation,  expenses of printing
certificates  for Registrable  Securities and Registrable  Warrant Shares and of
printing prospectuses  requested by the Holders),  (c) messenger,  telephone and
delivery  expenses,  (d) fees and disbursements of counsel for the Company,  and
(e) fees and expenses of all other Persons retained by the Company in connection
with the  consummation of the  transactions  contemplated by this Agreement.  In
addition, the Company shall be responsible for all fees and expenses incurred in
connection  with the  listing  of the  Registrable  Securities  and  Registrable
Warrant Shares on any  securities  exchange as required  hereunder.  In no event
shall the Company be  responsible  for any broker or similar  commissions or any
legal fees or other costs of the Holders.

         6.  INDEMNIFICATION.  In the event that any Registrable  Securities are
included in a registration statement under this Agreement:

                  6.1.  To  the  extent  permitted  by  law,  the  Company  will
indemnify  and hold  harmless each Holder,  any  underwriter  (as defined in the
Securities  Act) for such Holder and each  person,  if any,  who  controls  such
Holder or  underwriter  within the meaning of the Securities Act or the Exchange
Act, against any losses,  claims,  damages, or liabilities (joint or several) to
which they may become  subject  under the  Securities  Act, or the Exchange Act,
insofar as such losses,  claims,  damages, or liabilities (or actions in respect
thereof)  arise  out of or are  based  upon  any  of the  following  statements,
omissions or violations  (collectively  a  "Violation")  in connection  with the
Company's  obligations  under  this  Agreement:  (i) any untrue  statement  of a
material  fact  contained  in  such   registration   statement,   including  any
preliminary  prospectus or final prospectus  contained therein or any amendments
or  supplements  thereto,  (ii) the  omission to state  therein a material  fact
required to be stated therein, or necessary to make the statements therein made,
under the  circumstances  in which they were made, not misleading,  or (iii) any
violation by the Company of the Securities Act, the Exchange Act, or any rule or
regulation  promulgated  under the Securities  Act, or the Exchange Act, and the
Company will pay to each such Holder,  underwriter  or  controlling  person,  as
incurred,  any legal or other expenses reasonably incurred by them in connection
with  investigating or defending any such loss,  claim,  damage,  liability,  or
action;  provided,  however,  that the  indemnity  agreement  contained  in this
Section  6.1.  shall not apply to amounts paid in  settlement  of any such loss,
claim, damage,  liability,  or action if such settlement is effected without the
consent of the Company, nor shall the Company be liable in any such case for any
such loss, claim, damage,  liability, or action to the extent that it arises out
of or is based upon a Violation  which occurs in reliance upon and in conformity
with written  information  furnished  expressly for use in connection  with such
registration by any such Holder,  underwriter or controlling person. The Company
shall notify the Holders promptly of the institution, threat or assertion of any
proceeding or other action arising from or in connection  with the  transactions
contemplated by this Agreement of which the Company is aware.



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                  6.2. To the extent  permitted by law, each Selling Holder will
indemnify  and hold  harmless the Company,  each of its  directors,  each of its
officers,  each person,  if any, who controls the Company  within the meaning of
the Securities Act, any underwriter, any other Holder selling securities in such
registration  statement and any  controlling  person of any such  underwriter or
other Holder,  against any losses,  claims,  damages,  or liabilities  (joint or
several) to which any of the  foregoing  persons may become  subject,  under the
Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or
liabilities  (or actions in respect  thereto) arise out of or are based upon any
Violation,  in each  case to the  extent  (and  only to the  extent)  that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished by such Holder expressly for use in connection with such registration;
and each  such  Holder  will  pay,  as  incurred,  any  legal or other  expenses
reasonably  incurred by any person  intended to be indemnified  pursuant to this
Section 6.2, in connection with investigating or defending any such loss, claim,
damage,  liability, or action;  PROVIDED,  HOWEVER, that the indemnity agreement
contained in this Section 6.2 shall not apply to amounts paid in  settlement  of
any such loss, claim, damage, liability or action if such settlement is effected
without the  consent of the  Holder,  which  consent  shall not be  unreasonably
withheld.  In no event shall the  liability of any Selling  Holder  hereunder be
greater in amount than the dollar  amount of the net  proceeds  received by such
Holder upon the sale of the Registrable Securities or Registrable Warrant Shares
giving rise to such indemnification obligation.

                  6.3. Promptly after receipt by an indemnified party under this
Section  8  of  notice  of  the  commencement  of  any  action   (including  any
governmental  action),  such  indemnified  party  shall,  if a claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 8,
deliver to the indemnifying  party a written notice of the commencement  thereof
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly notified, to assume the defense thereof with counsel selected by
the  indemnifying  party and approved by the  indemnified  party (whose approval
shall not be  unreasonably  withheld);  provided,  however,  that an indemnified
party  (together  with all other  indemnified  parties which may be  represented
without  conflict by one  counsel)  shall have the right to retain one  separate
counsel, with the fees and expenses to be paid by the indemnifying party, if, in
the  opinion  of  counsel  to the  indemnified  party,  representation  of  such
indemnified  party by the counsel  retained by the  indemnifying  party would be
inappropriate  due to actual  or  potential  differing  interests  between  such
indemnified  party and any  other  party  represented  by such  counsel  in such
proceeding.  The failure to deliver  written  notice to the  indemnifying  party
within a reasonable time of the commencement of any such action,  if prejudicial
to its ability to defend such action,  shall relieve such indemnifying  party of
any liability to the indemnified party under this Section 6.

                  6.4. If the indemnification  provided for in this Section 6 is
held by a court of competent  jurisdiction  to be  unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
indemnifying  party on the one hand and of the indemnified party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether the untrue or alleged untrue statement of a material fact or the alleged
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission. The parties



                                      -7-
<PAGE>

hereto agree that it would not be just and equitable if contribution pursuant to
this Section 6.4 were  determined by pro rata  allocation or by any other method
of  allocation  that does not take into  account  the  equitable  considerations
referred  to  in  the  immediately  preceding  paragraph.   Notwithstanding  the
provisions  of this Section 6.4, no Holder shall be required to  contribute,  in
the aggregate, any amount in excess of the amount by which the proceeds actually
received  by such  Holder  from  the  sale  of the  Registrable  Securities  and
Registrable  Warrant  Shares  exceeds the amount of any damages that such Holder
has otherwise  been  required to pay by reason of such untrue or alleged  untrue
statement or omission or alleged omission.

                  6.5.  Notwithstanding  the  foregoing,  to the extent that the
provisions on  indemnification  and  contribution  contained in an  underwriting
agreement entered into in connection with an underwritten public offering are in
conflict  with the foregoing  provisions,  the  provisions in such  underwriting
agreement shall control.

                  6.6.  The  obligations  of the Company and Holders  under this
Section 6 shall survive the termination of this Agreement.

         7. REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
available  to the  Holders  the  benefits  of Rule  144 and  any  other  rule or
regulation  of the  Commission  that  may at any time  permit  a Holder  to sell
securities of the Company to the public  without  registration  or pursuant to a
registration on Form S-3, the Company agrees to:

                  7.1.  make and keep  public  information  available,  as those
terms are understood and defined in Rule 144, at all times;

                  7.2.  file with the  Commission in a timely manner all reports
and other  documents  required of the Company under the  Securities  Act and the
Exchange Act; and

                  7.3.  furnish to any  Holder,  so long as the Holder  owns any
Registrable Securities or Registrable Warrant Shares, forthwith upon request (i)
a copy of the most  recent  annual or  quarterly  report of the Company and such
other  reports  and  documents  so filed by the  Company,  and (ii)  such  other
information as may be reasonably requested in availing any Holder of any rule or
regulation of the  Commission  which permits the selling of any such  securities
without registration or pursuant to such form.

         8. GENERAL.

                  8.1.  SEVERABILITY.  The invalidity or unenforceability of any
provision of this agreement shall not affect the validity or  enforceability  of
any other provision of this agreement.

                  8.2.  SPECIFIC  PERFORMANCE.  In addition to any and all other
remedies  that  may be  available  at law in the  event  of any  breach  of this
agreement,  each  Investor  shall be  entitled to  specific  performance  of the
agreements and obligations of the Company hereunder and to such other injunctive
or  other  equitable   relief  as  may  be  granted  by  a  court  of  competent
jurisdiction.

                  8.3. GOVERNING LAW. All questions concerning the construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
Delaware,  without  regard to the  principles of conflicts of law thereof.  Each
party hereby irrevocably submits to the exclusive  jurisdiction of the state and
federal courts sitting in the City of Wilmington,  County of New Castle, for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is



                                      -8-
<PAGE>

not personally  subject to the  jurisdiction of any such court,  that such suit,
action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or  proceeding  by mailing a copy thereof to such party at the address in effect
for  notices  to it under this  Agreement  and agrees  that such  service  shall
constitute good and sufficient  service of process and notice  thereof.  Nothing
contained  herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably  waives, to
the fullest  extent  permitted by applicable  law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby. If either party shall commence a proceeding to
enforce any  provisions of this  Agreement,  then the  prevailing  party in such
Proceeding  shall be reimbursed by the other party for its  attorneys'  fees and
other  costs and  expenses  incurred  with the  investigation,  preparation  and
prosecution of such proceeding.

                  8.4.  NOTICES.  All  notices,  requests,  consents,  and other
communications  under this  agreement  shall be in  writing  and shall be deemed
delivered (i) in the case of Investors  located in the United  States only,  two
business days after being sent by registered or certified  mail,  return receipt
requested,  postage  prepaid,  and in the case of Investors  located outside the
United States, ten days after being sent by air mail,  postage prepaid,  or (ii)
the scheduled delivery date after being sent via a reputable  nationwide courier
service (no signed  receipt being  necessary),  or (iii) by fax with  electronic
confirmation of receipt,  or (iv) by electronic mail, with no notice of delivery
failure, in each case to the intended recipient as set forth below:

If to the Company:

                  Catcher Holdings, Inc.
                  5864 Owens Avenue, Suite 101
                  Carlsbad, CA 92008
                  Attention: Jeff Gilford
                  Fax: (760) 804-1626
                  Email: jgilford@catcherinc.com

Copy to:          Morrison & Foerster, LLP
                  12531 High Bluff Drive, Suite 100
                  San Diego, California 92130
                  Attention: Jeremy D. Glaser
                  Fax: (858) 523-2822
                  Email: jglaser@mofo.com

         If to a  Investor,  at the  address  set  forth on  EXHIBIT  A for such
Investor,  or at such other  address or addresses as may have been  furnished to
the Company in writing by such Investor.

         8.5.  COMPLETE  AGREEMENT.   This  agreement   constitutes  the  entire
agreement and  understanding  of the parties  hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to
such subject matter.

         8.6. AMENDMENTS AND WAIVERS.  Any term of this agreement may be amended
or terminated  and the  observance  of any term of this  agreement may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively),  with the  written  consent of the  Company and the holders of a
majority of the  Registrable  Shares and Registrable  Warrant Shares;  provided,
that this  agreement may be amended with the consent of the holders of less than
all  Registrable  Shares and  Registrable  Warrant Shares only in a manner which
applies on its face to all such holders in substantially  the same fashion.  Any
such  amendment,  termination or waiver effected in accordance with this Section



                                      -9-
<PAGE>

10.6 shall be binding on all parties  hereto,  even if they do not execute  such
consent. No waivers of or exceptions to any term, condition or provision of this
agreement, in any one or more instances, shall be deemed to be, or construed as,
a further or continuing waiver of any such term, condition or provision.

         8.7. PRONOUNS.  Whenever the context may require,  any pronouns used in
this agreement  shall include the  corresponding  masculine,  feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.

         8.8. COUNTERPARTS; FAXED SIGNATURES.  This agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same document. This agreement
may be executed by faxed signatures.

         8.9. SECTION  HEADINGS. The section headings are for the convenience of
the  parties  and  in no  way  alter,  modify,  amend,  limit  or  restrict  the
contractual obligations of the parties.

         8.10. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties  and shall  inure to the  benefit of each  Holder.  The  Company may not
assign its rights or obligations  hereunder without the prior written consent of
all  of  the  Holders  of  the  then-outstanding   Registrable   Securities  and
Registrable  Warrant  Shares.  Each  Holder  may assign  its  respective  rights
hereunder  in the manner  and to the  persons as  permitted  under the  Purchase
Agreement.

         8.11. INDEPENDENT  NATURE OF PURCHASERS'  OBLIGATIONS  AND RIGHTS.  The
obligations  of each  Investor  hereunder  is  several  and not  joint  with the
obligations  of  any  other  Investor  hereunder,   and  no  Investor  shall  be
responsible  in any way for the  performance  of the  obligations  of any  other
Investor  hereunder.  Nothing  contained  herein  or in any other  agreement  or
document delivered at any closing,  and no action taken by any Investor pursuant
hereto or thereto, shall be deemed to constitute the Investors as a partnership,
an  association,  a joint  venture  or any  other  kind of  entity,  or create a
presumption  that the Investors are in any way acting in concert with respect to
such  obligations  or the  transactions  contemplated  by this  Agreement.  Each
Investor shall be entitled to protect and enforce its rights,  including without
limitation  the  rights  arising  out of this  Agreement,  and it  shall  not be
necessary  for any other  Investor  to be joined as an  additional  party in any
proceeding for such purpose.

         8.12. DISCONTINUED  DISPOSITION.  Each Holder agrees by its acquisition
of such  Registrable  Securities that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3.7, such Holder
will forthwith  discontinue  disposition of such Registrable  Securities under a
Registration  Statement  until  such  Holder's  receipt  of  the  copies  of the
supplemented  Prospectus and/or amended Registration  Statement,  or until it is
advised in writing by the Company that the use of the applicable  Prospectus may
be resumed,  and, in either  case,  has  received  copies of any  additional  or
supplemental  filings  that are  incorporated  or deemed to be  incorporated  by
reference in such Prospectus or Registration Statement.

                  [Remainder of page intentionally left blank]



                                      -10-
<PAGE>


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

                                               CATCHER HOLDINGS, INC.



                                               By:______________________________
                                                    Name: Charles Sander

                                                   Title: President

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES OF INVESTORS TO FOLLOW]

<PAGE>



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

                                               AGREED AND ACCEPTED:





                                               By: _____________________________

                                                    Name:
                                                    Title:




<PAGE>


                                    EXHIBIT A

                                    INVESTORS


<PAGE>



                                                                         ANNEX B

                             CATCHER HOLDINGS, INC.

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         The undersigned  beneficial  owner of common stock, par value $.001 per
share (the "COMMON STOCK"),  of Catcher Holdings,  Inc., a Delaware  corporation
(the "COMPANY"), (the "REGISTRABLE SECURITIES") understands that the Company has
filed or  intends  to file with the  Securities  and  Exchange  Commission  (the
"COMMISSION")  a  registration   statement  on  Form  SB-2  (the   "REGISTRATION
STATEMENT") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "SECURITIES  ACT"), of the Registrable  Securities,  in
accordance  with the terms of the  Registration  Rights  Agreement,  dated as of
February [___], 2006 (the "REGISTRATION  RIGHTS  AGREEMENT"),  among the Company
and the Investors named therein. A copy of the Registration  Rights Agreement is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

         The  undersigned  beneficial  owner (the "SELLING  SECURITYHOLDER")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.


<PAGE>


The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder

                  ______________________________________________________________


         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above) through which  Registrable  Securities Listed in Item 3
                  below are held:

                  ______________________________________________________________


         (c)      Full Legal  Name of  Natural  Control  Person  (which  means a
                  natural person who directly or indirectly alone or with others
                  has power to vote or dispose of the securities  covered by the
                  questionnaire):

                  ______________________________________________________________



2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Telephone: _____________________________________________________________________

Fax: ___________________________________________________________________________

Contact Person: ________________________________________________________________


3.  BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

         (a)      Type  and   Principal   Amount   of   Registrable   Securities
                  beneficially  owned (not including the Registrable  Securities
                  that are issuable pursuant to the Purchase Agreement):

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________





<PAGE>


4.  BROKER-DEALER STATUS:

         (a)      Are you a broker-dealer?

                          Yes [  ]     No [  ]

         (b)      If "yes" to Section  4(a),  did you receive  your  Registrable
                  Securities as compensation for investment  banking services to
                  the Company.

                          Yes [  ]     No [  ]

         Note:    If no, the  Commission's  staff has indicated  that you should
                  be identified as an underwriter in the Registration Statement.

         (c)      Are you an affiliate of a broker-dealer?

                          Yes [  ]     No [  ]

         (d)      If you are an  affiliate  of a  broker-dealer,  do you certify
                  that you bought the  Registrable  Securities  in the  ordinary
                  course of  business,  and at the time of the  purchase  of the
                  Registrable  Securities to be resold, you had no agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the Registrable Securities?

                          Yes [  ]     No [  ]

         Note:    If no, the  Commission's  staff has indicated  that you should
                  be identified as an underwriter in the Registration Statement.

5. BENEFICIAL  OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
   SECURITYHOLDER.

         EXCEPT AS SET FORTH  BELOW IN THIS ITEM 5, THE  UNDERSIGNED  IS NOT THE
         BENEFICIAL OR REGISTERED  OWNER OF ANY  SECURITIES OF THE COMPANY OTHER
         THAN THE REGISTRABLE SECURITIES LISTED ABOVE IN ITEM 3.

         (a)      Type and  Amount  of Other  Securities  beneficially  owned by
                  the Selling Securityholder:

                  ______________________________________________________________

                  ______________________________________________________________






<PAGE>


6.  RELATIONSHIPS WITH THE COMPANY:

         EXCEPT AS SET  FORTH  BELOW,  NEITHER  THE  UNDERSIGNED  NOR ANY OF ITS
         AFFILIATES,  OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (OWNERS OF
         5% OF MORE OF THE EQUITY  SECURITIES OF THE  UNDERSIGNED)  HAS HELD ANY
         POSITION OR OFFICE OR HAS HAD ANY OTHER MATERIAL  RELATIONSHIP WITH THE
         COMPANY  (OR ITS  PREDECESSORS  OR  AFFILIATES)  DURING  THE PAST THREE
         YEARS.

         State any exceptions here:

         _______________________________________________________________________

         _______________________________________________________________________



         The   undersigned   agrees  to  promptly  notify  the  Company  of  any
inaccuracies  or  changes  in the  information  provided  herein  that may occur
subsequent  to the date  hereof  at any time  while the  Registration  Statement
remains effective.

         By signing  below,  the  undersigned  consents to the disclosure of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated: ______________________         Beneficial Owner: ________________________

                                      By: ______________________________________
                                          Name:
                                          Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: