EXHIBIT 10.3

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 4th of
May,  2005 by and among U.S.  TELESIS  HOLDINGS,  INC.,  a Delaware  corporation
(hereinafter   referred   to  as   "Buyer");   and   __________________________,
(hereinafter referred to as "Seller"),  being a stockholder of CATCHER,  INC., a
Delaware corporation (the "Company").

         WHEREAS,   Seller  is  the  owner  of  record  and  beneficially   owns
________________________  shares of the issued and outstanding  shares of Common
Stock of the Company (the "Shares"); and

         WHEREAS,  Seller  holds a series A warrant to  purchase  ______________
Shares and a series B warrant to purchase  _____________  Shares (together,  the
"Warrants"); and

         WHEREAS,  simultaneously  herewith Buyer and holders of preferred stock
of the Company (the "Preferred  Stock") entered into a Stock Purchase  Agreement
(the "First  Agreement")  whereby Buyer  purchased from those  stockholders  all
shares of  Preferred  Stock of the  Company  which  they  owned on the terms and
conditions set forth in the First Agreement; and

         WHEREAS,  one  of  the  conditions  to the  consummation  of the  First
Agreement was that Buyer would offer to purchase  from the remaining  holders of
the shares of the capital  stock of the Company all such shares they owned after
the closing of the First Agreement; and

         WHEREAS,  Seller desires to sell all of the Shares to Buyer,  and Buyer
desires to purchase the Shares, upon the terms and conditions set forth herein.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein,  and for other good and valuable  consideration,  the receipt,
adequacy and  sufficiency of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                       I.

                         SALE AND PURCHASE OF THE SHARES

1.1 SALE AND  PURCHASE.  Subject  to the terms  and  conditions  hereof,  at the
Closing (as defined in  paragraph  1.3 below),  Seller  agrees to sell,  assign,
transfer,  convey and deliver to Buyer and by these presents does sell,  assign,
transfer  convey and deliver to Buyer and Buyer agrees to purchase  from Seller,
all of Seller's right, title and


                                      -1-
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interest in and to the Shares  listed in Exhibit "A",  attached  hereto.  At the
Closing,  the Company is requested  and  instructed  to transfer the Shares from
Seller to Buyer on the books of the Company.

         1.2  WARRANTS.  Subject  to the terms  and  conditions  hereof,  at the
Closing,  Buyer agrees to assume the  obligations of the Company to Seller under
the Warrants in accordance  with the terms of the Warrants as if Seller were the
issuer of the Warrants.

         1.3 CLOSING. The purchase shall be consummated at a closing ("Closing")
to take place at 11:00 o'clock a.m., at the offices of Buyer's counsel on May 4,
2005  ("Closing  Date") or at such other time or location as the parties  hereto
agree.

         1.4 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for
the Shares shall be  ___________  shares of Common Stock of the Buyer  ("Buyer's
Shares").  This  portion of the  Purchase  Price  shall be paid at  Closing,  by
issuance and delivery of Buyer's Shares to Seller.

         1.5 OTHER  AGREEMENTS.  At the Closing,  Buyer and Seller shall execute
and deliver the Registration Rights Agreement in substantially the form attached
hereto as Exhibit B;

         1.6 BASIC AGREEMENTS AND TRANSACTIONS DEFINED. This Agreement and other
agreement  listed in  paragraph  1.5,  are  sometimes  referred to as the "Basic
Agreements". The transactions contemplated by the Basic Agreements and the First
Agreements are sometimes referred to as the "Transactions".

                                       II.

                         REPRESENTATIONS AND WARRANTIES

         2.1  REPRESENTATIONS  AND WARRANTIES OF SELLER.  Seller  represents and
warrants to Buyer, with respect to the Shares owned by Seller, as follows:

              (a) TITLE TO THE SHARES.  At Closing,  Seller  shall own of record
              and beneficially the Shares listed of the Company,  free and clear
              of all liens, encumbrances,  pledges, claims, options, charges and
              assessments of any nature  whatsoever,  with full right and lawful
              authority  to  transfer  the  Shares to Buyer.  No person  has any
              preemptive  rights or rights of first  refusal with respect to any
              of the Shares. There exists no voting agreement,  voting trust, or
              outstanding proxy with respect to any of the Shares.  There are no
              outstanding rights, options, warrants, calls, commitments,  or any
              other agreements of any character,  whether oral or written,  with
              respect to the Shares.

                                      -2-
<PAGE>

              (b) INVESTMENT INTENT. Seller is acquiring the shares of Buyer for
              his or her own account, for investment purposes only, and not with
              a view to the sale or distribution of any part thereof, and Seller
              has no present intention of selling, granting participation in, or
              otherwise  distributing the same. Seller  understands the specific
              risks related to an investment in the shares of Buyer,  especially
              as it relates to the financial performance of Buyer.

              (c)  [For  corporate  entities  only:  AUTHORITY.  Seller  has all
              necessary  power and  authority  to execute  and deliver the Basic
              Agreements,  to perform its obligations  hereunder and thereunder,
              and,  subject to  obtaining  necessary  stockholder  approval  (if
              required by applicable Law) in connection  with the  Transactions,
              to  consummate  the  Transactions.  The  execution,  delivery  and
              performance  by  the  Seller  of the  Basic  Agreements,  and  the
              consummation  by  Seller  of  the  Transactions   have  been  duly
              authorized  by  all  necessary   corporate  action  and  no  other
              corporate  proceedings  on the part of  Seller  are  necessary  to
              authorize the Basic  Agreements or to consummate the  Transactions
              This Agreement has been duly executed and delivered by Seller and,
              assuming the due  authorization,  execution and delivery by Buyer,
              constitutes  a legal,  valid  and  binding  obligation  of  Seller
              enforceable against Seller in accordance with its terms subject to
              subject  to  applicable  bankruptcy,  insolvency,  reorganization,
              moratorium,  and similar Laws of general applicability relating to
              or  affecting  creditors'  rights  and to  general  principles  of
              equity.]

              2.2  REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:

              (a)  ORGANIZATION.  Buyer  is  a  corporation  duly  incorporated,
              validly  existing and in good standing under the laws of the state
              of Delaware. Buyer has all requisite corporate power and authority
              to own,  lease  and  operate  its  properties  and to carry on its
              business.  Buyer  is  duly  qualified  and in good  standing  as a
              foreign  corporation in each  jurisdiction  where its ownership of
              property or  operation  of its  business  requires  qualification,
              except where the failure to be qualified would not have a material
              adverse effect on the Company.

              (b) AUTHORIZED  CAPITALIZATION.  The authorized  capitalization of
              Buyer  consists of Fifty Million  (50,000,000)  shares of .001 par
              value  Common  Stock,   of  which  Twelve  Million  Eight  Hundred
              Twenty-Five  Thousand  (12,825,000)  shares  will  be  issued  and
              outstanding prior to Closing and One Million (1,000,000) shares of
              .001 par value  Preferred  Shares of which


                                      -3-
<PAGE>

              none are outstanding.  Buyer's Shares,  when issued,  will be duly
              authorized, validly issued, are fully paid and non-assessable with
              no personal liability  attaching to the ownership thereof and were
              offered,  issued,  sold and delivered by Buyer in compliance  with
              all applicable state and federal laws. At Closing,  Buyer will not
              have   any   outstanding   rights,   options,   warrants,   calls,
              commitments,  conversion or any other agreements of any character,
              whether oral or written,  obligating it to issue any shares of its
              capital stock,  whether authorized or not. Buyer is not a party to
              and is  not  bound  by any  agreement,  contract,  arrangement  or
              understanding,  whether  oral or  written,  giving  any  person or
              entity any interest in, or any right to share,  participate  in or
              receive any  portion of,  Buyer's  income,  profits or assets,  or
              obligating Buyer to distribute any portion of its income,  profits
              or assets.

              (c) NO SUBSIDIARY.  As of the date of this Agreement,  the Company
              does not  directly  or  indirectly  owns  any  equity  or  similar
              interest in, or any interest  convertible  into or exchangeable or
              exercisable  for, any corporation,  partnership,  joint venture or
              other business association or entity.

              (d) AUTHORITY.  (1) Buyer has all necessary power and authority to
              execute  and  deliver  the  Basic   Agreements,   to  perform  its
              obligations  hereunder and thereunder,  and,  subject to obtaining
              necessary  stockholder approval (if required by applicable Law) in
              connection with the Transactions,  to consummate the Transactions.
              The execution,  delivery and performance by the Buyer of the Basic
              Agreements, and the consummation by Buyer of the Transactions have
              been duly  authorized  by all  necessary  corporate  action and no
              other corporate  proceedings on the part of Buyer are necessary to
              authorize the Basic  Agreements or to consummate the  Transactions
              (other than, with respect to the contemplated reverse stock split,
              the  approval and  adoption of such by the  affirmative  vote of a
              majority  of the voting  power of the then  outstanding  shares of
              Common  Stock  and  the  filing  and  recordation  of  appropriate
              documents as required by the Delaware  General  Corporation  Law).
              This  Agreement has been duly executed and delivered by Buyer and,
              assuming the due authorization,  execution and delivery by Seller,
              constitutes  a  legal,  valid  and  binding  obligation  of  Buyer
              enforceable  against Buyer in accordance with its terms subject to
              subject  to  applicable  bankruptcy,  insolvency,  reorganization,
              moratorium,  and similar Laws of general applicability relating to
              or  affecting  creditors'  rights  and to  general  principles  of
              equity.

              (2) By unanimous  written  consent  dated May 4, 2005 the Board of
              Buyer  (i)   determined   that  the  Basic   Agreements   and  the
              Transactions  are advisable and in the best interests of Buyer and
              Buyer's   stockholders,   (ii)  approved  and  adopted  the  Basic
              Agreements  and the  Transactions,  (iii)  resolved  to


                                      -4-
<PAGE>

              recommend   approval  and  adoption  of  this  Agreement  and  the
              amendment  of the  certificate  of  incorporation  of Buyer by the
              Buyer's  stockholders.  The actions taken by the Board  constitute
              approval of the Basic Agreements and the Transactions.

              (e) REQUIRED  FILINGS AND CONSENTS.  The execution and delivery of
              the Basic  Agreements by Buyer do not, and the  performance of the
              Basic  Transactions  by  Buyer  will  not,  require  any  consent,
              approval,   authorization   or  permit  of,  or  filing   with  or
              notification to, any United States federal,  state or local or any
              foreign  government  or any court,  administrative  or  regulatory
              agency or  commission or other  governmental  authority or agency,
              domestic  or foreign  (a  "Governmental  Entity"),  except (i) for
              applicable requirements, if any, of the Securities Exchange Act of
              1934 (the "Exchange Act"), state securities or "blue sky" laws and
              filing and recordation of appropriate documents as required by the
              Delaware General Corporation Law and (ii) for filings contemplated
              by Section 2.2(d) hereof.

              (f)  NO  CONFLICT.   The  execution  and  delivery  of  the  Basic
              Agreements  by  Buyer do not,  and the  performance  of the  Basic
              Agreements by Buyer and the consummation of the Transactions  will
              not (i) conflict with or violate  Certificate of  Incorporation or
              Bylaws of Buyer, (ii) subject to Section 2.2 (e), conflict with or
              violate any United States  federal,  state or local or any foreign
              statute, law, rule, regulation,  ordinance, code, order, judgment,
              decree  or  any  other  requirement  or  rule  of  law  (a  "Law")
              applicable  to Buyer or by which any property or asset of Buyer is
              bound or affected,  or (iii) result in a breach of or constitute a
              default  (or an event  which with  notice or lapse of time or both
              would  become  a  default)  under,  give to  others  any  right of
              termination, amendment, acceleration or cancellation of, result in
              triggering  any  payment  or other  obligations,  or result in the
              creation of a lien or other  encumbrance  on any property or asset
              of Buyer in any case that would be material to Buyer  pursuant to,
              any note, bond, mortgage,  indenture,  contract, agreement, lease,
              license,  permit,  franchise or other  instrument or obligation or
              material  contract  to which Buyer is a party or by which Buyer or
              any property or asset of any of them is bound or affected.

              (g)  COMPLIANCE.  Buyer  (i) has  been  operated  at all  times in
              compliance in all material  respects  with all Laws  applicable to
              Buyer  or by which  any  property,  business  or asset of Buyer is
              bound or affected  and (ii) is not in default or  violation of any
              notes,  bonds,  mortgages,   indentures,   contracts,  agreements,
              leases,  licenses,  permits,  franchises,  or other instruments or
              obligations  to which  Buyer  is a party or by which  Buyer or any
              property  or  asset of Buyer  is  bound  or  affected  other  than
              defaults or  violations  which


                                      -5-
<PAGE>

              individually or in the aggregate  would  reasonably be expected to
              be material to Buyer.

              (h) SEC  FILINGS.  Buyer and,  to Buyer's  knowledge,  each of its
              current stockholders has filed all forms, reports,  statements and
              documents  required  to be filed  with the SEC since May 29,  2003
              (the "SEC  REPORTS"),  each of which has  complied in all material
              respects with the applicable requirements of the Securities Act of
              1933,  as  amended  (the  "SECURITIES  ACT"),  and the  rules  and
              regulations promulgated thereunder,  and the Exchange Act, and the
              rules and regulations promulgated thereunder, each as in effect on
              the date so filed.  Other than as  disclosed  in Risk Factor 12 of
              the Private  Placement  Memorandum  of the Company dated April 27,
              2005, none of the SEC Reports (including, any financial statements
              or  schedules  included  or  incorporated  by  reference  therein)
              contained  when filed any untrue  statement of a material  fact or
              omitted  to  state  a  material  fact  required  to be  stated  or
              incorporated  by  reference  therein or necessary in order to make
              the statements  therein,  in the light of the circumstances  under
              which they were made, not  misleading.  Other than as disclosed in
              Risk Factor 12 of the Private Placement  Memorandum of the Company
              dated  April 27,  2005 and except to the extent  that  information
              contained  in any SEC Report has been revised or  superseded  by a
              later  filed SEC  Report,  none of the SEC  Reports  contains  any
              untrue statement of a material fact or omits to state any material
              fact  required to be stated  therein or necessary in order to make
              the statements  therein, in light of the circumstances under which
              they were made, not misleading. The principal executive officer of
              the Company  and the  principal  financial  officer of the Company
              (and each former  principal  executive  officer of the Company and
              each  former  principal  financial  officer  of  the  Company,  as
              applicable) has made the  certifications  required by Sections 302
              and 906 of the  Sarbanes-Oxley  Act of 2002  (the  "SARBANES-OXLEY
              ACT") and the rules and  regulations  of the SEC  thereunder  with
              respect to the Company's filings pursuant to the Exchange Act. For
              purposes of the preceding sentence,  "principal executive officer"
              and "principal financial officer" shall have the meanings given to
              such terms in the Sarbanes-Oxley Act.

              (i) BUYER'S FINANCIAL STATEMENTS.  All of the financial statements
              included in the SEC Reports,  in each case,  including any related
              notes thereto, as filed with the SEC (those filed with the SEC are
              collectively  referred  to as the "BUYER  FINANCIAL  STATEMENTS"),
              have  been  prepared  in  accordance   with   generally   accepted
              accounting  principles  ("GAAP")  applied  on a  consistent  basis
              throughout the periods involved (except as may be indicated in the
              notes thereto or, in the case of the unaudited statements,  as may
              be  permitted  in the Form 10-QSB of the SEC and


                                      -6-
<PAGE>

              subject,  in the  case of the  unaudited  statements,  to  normal,
              recurring audit  adjustments)  and fairly present the consolidated
              financial  position of Buyer at the  respective  dates thereof and
              the  results of its  operations  and changes in cash flows for the
              periods  indicated.   Except  as  set  forth  in  Buyer  Financial
              Statements,  Buyer is not aware of any  material  liabilities  for
              which it is liable or will become liable in the future.

              (j) TAXES.  Buyer has timely  filed all Tax  Returns  (as  defined
              below)  required to be filed by it. All such Tax Returns are true,
              correct  and  complete  in all  material  respects.  All Taxes (as
              defined  below)  of Buyer  which  are (i) shown as due on such Tax
              Returns,  (ii)  otherwise  due and  payable  or (iii)  claimed  or
              asserted by any taxing authority to be due, have been paid, except
              for  those  Taxes  being  contested  in good  faith  and for which
              adequate   reserves  have  been   established   in  the  financial
              statements  included in the SEC Reports in  accordance  with GAAP.
              There are no liens for any Taxes upon the  assets of Buyer,  other
              than  statutory  liens for Taxes not yet due and payable and liens
              for real estate Taxes contested in good faith. Buyer does not know
              of any proposed or threatened Tax claims or assessments  which, if
              upheld,  could  individually  or in the aggregate  have a material
              adverse effect on the Buyer or its financial conditions. Buyer has
              not  waived  any  statute  of  limitations  in respect of Taxes or
              agreed to any  extension of time with respect to a Tax  assessment
              or  deficiency.  Buyer has  withheld and paid over to the relevant
              taxing authority all Taxes required to have been withheld and paid
              in connection with payments to employees, independent contractors,
              creditors,  stockholders or other third parties.  The unpaid Taxes
              of Buyer for the  current  taxable  period (A) did not,  as of the
              most recent Buyer Financial Statements, exceed the reserve for Tax
              liability  set forth on the face of the balance  sheet in the most
              recent  Buyer  Financial  Statements  and (B) do not  exceed  that
              reserve as adjusted for the passage of time through the Closing in
              accordance  with the past  custom and  practice of Buyer in filing
              its Tax Returns.  For purposes of this Agreement,  (a) "Tax" (and,
              with correlative meaning, "Taxes") means any federal, state, local
              or foreign income, gross receipts,  property, sales, use, license,
              excise,  franchise,  employment,  payroll,  premium,  withholding,
              alternative or added minimum, ad valorem,  transfer,  franchise or
              excise tax, or any other tax,  custom,  duty,  governmental fee or
              other like assessment or charge of any kind  whatsoever,  together
              with any interest or penalty or addition thereto, whether disputed
              or not, imposed by any Governmental  Entity,  and (b) "Tax Return"
              means any return, report or similar statement required to be filed
              with  respect  to any  Tax  (including  any  attached  schedules),
              including any information return, claim for refund, amended return
              or declaration of estimated Tax.

                                      -7-
<PAGE>

              (k)  CHANGE  OF  CONTROL  AGREEMENT.  Neither  the  execution  and
              delivery  of the  Basic  Agreements  nor the  consummation  of the
              Transactions (either alone or in conjunction with any other event)
              result  in,  cause the  accelerated  vesting  or  delivery  of, or
              increase  the  amount or value of,  any  payment or benefit to any
              director,  officer,  employee  or  consultant  of  Buyer.  Without
              limiting  the  generality  of the  foregoing,  no  amount  paid or
              payable by Buyer in connection with the Transactions  contemplated
              by  this  Agreement,  including  accelerated  vesting  of  options
              (either  solely  as a  result  thereof  or  as a  result  of  such
              transactions  in  conjunction  with any other  event),  will be an
              "excess  parachute  payment" within the meaning of Section 280G of
              the Internal Revenue Code.

              (l) INVESTMENT  INTENT.  Buyer is acquiring the Shares for its own
              account,  for investment purposes only, and not with a view to the
              sale or distribution of any part thereof, and Buyer has no present
              intention  of selling,  granting  participation  in, or  otherwise
              distributing  the  same.  Buyer  understands  the  specific  risks
              related to an investment  in the Shares,  especially as it relates
              to the financial performance of the Company.

              (m) MATERIAL CONTRACTS.  Buyer has no purchase,  sale, commitment,
              or other contract, the breach or termination of which would have a
              materially  adverse effect on the business,  financial  condition,
              results of operations, assets, liabilities, or prospects of Buyer.

              (n) NO LITIGATION. There are no actions, suits, claims, complaints
              or proceedings  pending or threatened  against Buyer, at law or in
              equity, or before or by any governmental  department,  commission,
              court, board, bureau, agency or instrumentality;  and there are no
              facts which would provide a valid basis for any such action,  suit
              or proceeding,  which, if determined adversely to the Buyer, would
              have a material adverse effect on the Buyer.  There are no orders,
              judgments  or decrees of any  governmental  authority  outstanding
              which specifically apply to Buyer or any of its assets.

              (o) NO  OPERATIONS.  Buyer does not  currently  have any  business
              operations  or  material   assets.   Upon   consummation   of  the
              Transactions,  Buyer shall not have in excess of $10,000 in debts,
              obligations or liabilities of any kind or nature.


                                      -8-
<PAGE>

                                      III.

                                    COVENANTS

              3.1 COVENANTS OF BUYER.  Buyer covenants and agrees to perform the
following acts:

                  (a) NO  INDEBTEDNESS.  Buyer will not create,  incur,  assume,
                  guarantee  or  otherwise  become  liable  with  respect to any
                  obligation for borrowed money, indebtedness, capitalized lease
                  or  similar  obligation,  except  in the  ordinary  course  of
                  business consistent with past practices,  where the entire net
                  proceeds  thereof  are  deposited  with  and  used  by  and in
                  connection with the business of Buyer.

                  (b) NO DIVIDENDS. Buyer will not declare, set aside or pay any
                  dividends or other distributions of any nature whatsoever.

                  (c)  CONTRACTS.  Buyer  will  not  enter  into or  assume  any
                  contract, agreement, obligation, lease, license, or commitment
                  except in the ordinary course of business consistent with past
                  practice or as contemplated by this Agreement.

                  (d)  CONSENTS.  Buyer will use its best good faith  efforts to
                  obtain the consent or approval of each person or entity  other
                  than a  Governmental  Entity  whose  consent  or  approval  is
                  required for the consummation of the Transactions contemplated
                  hereby  and to do  all  things  necessary  to  consummate  the
                  Transactions contemplated by the Basic Agreements.

                                       IV.

                           CONDITIONS PRECEDENT TO THE
                          OBLIGATIONS OF BUYER TO CLOSE

         The obligation of Buyer to close the Transactions  contemplated  hereby
is  subject  to the  fulfillment  by  Seller  prior  to  Closing  of each of the
following conditions, which may be waived in whole or in part by Buyer:

         4.1 COMPLIANCE  WITH  REPRESENTATIONS,  WARRANTIES  AND COVENANTS.  The
representations  and warranties of Seller contained in this Agreement shall have
been true and correct  when made and shall be true and correct as of the Closing
with the same  force and  effect as if made at the  Closing.  Seller  shall have
performed all agreements,  covenants and conditions  required to be performed by
Seller prior to the Closing.

         4.2  NO  LEGAL   PROCEEDINGS.   No  suit,  action  or  other  legal  or
administrative proceeding before any court or other governmental agency shall be
pending or threatened  seeking to enjoin the  consummation  of the  Transactions
contemplated hereby.

                                      -9-
<PAGE>

         4.3 OTHER AGREEMENTS. All parties other than Buyer  shall have executed
and delivered the Basic Agreements.

         4.4 DOCUMENTS TO BE DELIVERED BY SELLER.  The Company  and Seller shall
have delivered the following documents:


             (a) A fully  executed  Employment  Agreement  by  and  between  the
             Company and Charles Sander.

             (b) Such other  documents or  certificates  as shall  be reasonably
             required by Buyer or its counsel in order to close  and  consummate
             this Agreement.

         4.5 CLOSING OF FIRST AGREEMENT. The transactions contemplated under the
First Agreement shall have closed.

                                       V.

                           CONDITIONS PRECEDENT TO THE
                         OBLIGATIONS OF SELLER TO CLOSE

         The  obligation of Seller to close the  Transactions  is subject to the
fulfillment prior to Closing of each of the following  conditions,  any of which
may be waived in whole or in part by Seller:













                                      -10-
<PAGE>


         5.1 COMPLIANCE  WITH  REPRESENTATIONS,  WARRANTIES  AND COVENANTS.  The
representations  and warranties  made by Buyer in this Agreement shall have been
true and  correct  when  made and  shall be true  and  correct  in all  material
respects  at the  Closing  with  the same  force  and  effect  as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.

         5.2  NO  LEGAL   PROCEEDINGS.   No  suit,  action  or  other  legal  or
administrative  proceedings before any court or other governmental  agency shall
be pending or threatened  seeking to enjoin the consummation of the Transactions
contemplated hereby.

         5.3 OTHER AGREEMENTS. All parties other than Seller shall have executed
and delivered the Basic Agreements.

         5.4 PAYMENTS. Seller shall have received from Buyer all Common Stock to
be issued at the Closing by Buyer pursuant to all the Basic Agreements.

         5.5 CLOSING OF FIRST AGREEMENT. The transactions contemplated under the
First Agreement shall have closed.

                                       VI.

                       MODIFICATION, WAIVERS, TERMINATION
                                  AND EXPENSES

         6.1 MODIFICATION. Buyer and Seller may amend, modify or supplement this
Agreement in any manner as they may mutually agree in writing.

         6.2  WAIVERS.  Buyer and Seller  may in writing  extend the time for or
waive  compliance  by the other with any of the  covenants or  conditions of the
other contained herein.

         6.3 TERMINATION AND  ABANDONMENT.  This Agreement may be terminated and
the purchase of the Shares may be abandoned before the Closing:

              (a) By the mutual consent of Seller and Buyer;

              (b) By Buyer, if the  representations and warranties of Seller set
              forth herein shall not be accurate,  or the  conditions  precedent
              set forth in Article V shall have not have been satisfied,  in all
              material respects; or


                                      -11-
<PAGE>

              (c) By Seller, if the  representations and warranties of Buyer set
              forth herein shall not be accurate,  or the  conditions  precedent
              set  forth in  Article  V shall  not have  been  satisfied  in all
              material respects.

         Termination shall be effective on the date of receipt of written notice
specifying the reasons therefor.

                                      VII.

                                  MISCELLANEOUS

              7.1  REPRESENTATIONS  AND WARRANTIES TO SURVIVE.  Unless otherwise
              provided,  all of the representations and warranties  contained in
              this Agreement and in any  certificate,  exhibit or other document
              delivered pursuant to this Agreement shall survive the Closing for
              a period  of one (1)  year.  No  investigation  made by any  party
              hereto or their  representatives  shall constitute a waiver of any
              representation or warranty, and no such representation or warranty
              shall be merged into the Closing.

              7.2 BINDING EFFECT OF THE BASIC  AGREEMENTS.  The Basic Agreements
              and the  certificates  and other  instruments  delivered  by or on
              behalf of the  parties  pursuant  thereto,  constitute  the entire
              agreement  between the parties.  The terms and  conditions  of the
              Basic Agreements shall inure to the benefit of and be binding upon
              the respective heirs, legal representatives, successor and assigns
              of the parties hereto. Nothing in the Basic Agreements,  expressed
              or implied,  confers  any rights or remedies  upon any party other
              than  the  parties  hereto  and  their  respective  heirs,   legal
              representatives and assigns.  Whenever Seller is authorized to act
              hereunder,  any action  authorized by members of Seller  holding a
              majority  of the Shares  shall be deemed the act of and binding on
              all members of Seller.

              7.3 APPLICABLE LAW. The Basic Agreements are made pursuant to, and
              will be construed under, the laws of the State of Delaware.

              7.4   NOTICES.   All   notices,   requests,   demands   and  other
              communications hereunder shall be in writing and will be deemed to
              have been duly given when delivered or mailed, first class postage
              prepaid:

                    (a) If to Buyer, to:

                               U.S. Telesis, Inc.
                               ATTN: Nicholas Rigopulos, President
                               41 Commonwealth Avenue
                               Boston, MA   02116



                                      -12-
<PAGE>

                    (b) If to Company, to:

                               Catcher, Inc.

                               ATTN: Ira Tabankin - Chief Technology Officer and
                                     Chairman
                               1165 Via Vera Cruz

                               San Marcos, CA 92069
                               Tel.: (805) 443 9431
                               Fax: (760) 736 4476



         These  addresses may be changed from time to time by written  notice to
the other parties.

         7.5  HEADINGS.  The  headings  contained  in  this  Agreement  are  for
reference only and will not affect in any way the meaning or  interpretation  of
this Agreement.

         7.6 COUNTERPARTS.  This Agreement may be executed in counterparts, each
of which will be deemed an original and all of which  together  will  constitute
one instrument, and may be delivered by facsimile.

         7.7  SEVERABILITY.  If  any  one or  more  of the  provisions  of  this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
under  applicable  law this  Agreement  shall be construed  as if such  invalid,
illegal  or  unenforceable  provision  had  never  been  contained  herein.  The
remaining  provisions  of this  Agreement  shall be given  effect to the maximum
extent then permitted by law.

         7.8  FORBEARANCE;  WAIVER.  Failure  to pursue  any legal or  equitable
remedy  or right  available  to a party  shall not  constitute  a waiver of such
right,  nor shall  any such  forbearance,  failure  or  actual  waiver  imply or
constitute waiver of subsequent default or breach.

         7.9 ATTORNEYS'  FEES AND EXPENSES.  The  prevailing  party in any legal
proceeding based upon this Agreement shall be entitled to reasonable  attorneys'
fees and expenses and court costs.






                                      -13-
<PAGE>



         7.10 EXPENSES.  Each party shall pay all fees and expenses  incurred by
it incident to this  Agreement and in connection  with the  consummation  of all
transactions contemplated by this Agreement.

         7.11  INTEGRATION.  This  Agreement and all  documents and  instruments
executed   pursuant  hereto  merge  and  integrate  all  prior   agreements  and
representations  respecting  the  Transactions,  whether  written  or oral,  and
constitute  the sole  agreement  of the  parties  in  connection  therewith  and
contains solely all  representations  and warranties with respect to its subject
matter.  This Agreement has been  negotiated by and submitted to the scrutiny of
both Seller and Buyer and their counsel and shall be given a fair and reasonable
interpretation  in accordance with the words hereof,  without  consideration  or
weight  being given to its having  been  drafted by either  party  hereto or its
counsel.

         IN WITNESS WHEREOF,  the undersigned  parties hereto have duly executed
this Stock Purchase Agreement on the date first written above.


                                     "BUYER"

                                     U.S. TELESIS HOLDING, INC.
                                     A DELAWARE CORPORATION


                                     BY:
                                        ----------------------------------
                                        NICHOLAS RIGOPULOS, PRESIDENT

                     [SELLER's signature on following page]









                                      -14-
<PAGE>




                                    "SELLER"


                                     BY:
                                        ----------------------------------























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