EXHIBIT 10.1

                       PREFERRED STOCK PURCHASE AGREEMENT

         This Preferred 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 IRA  TABANKIN,  CHARLES
SANDER, ROBERT B. PRAG, KAI HANSEN AND HAYDEN COMMUNICATIONS,  INC. (hereinafter
each referred to as a "Seller" and  collectively  referred to as the "Sellers"),
being  all  of  the  preferred   shareholders  of  CATCHER,   INC.,  a  Delaware
corporation, (hereinafter referred to as the "Company").

         WHEREAS,  Sellers  are the  owners of record  and  beneficially  of the
number  of  shares  set  forth  on the  attached  EXHIBIT  A of the  issued  and
outstanding  series A preferred stock of the Company,  representing  one hundred
percent (100%) of the issued and outstanding  shares of series A preferred stock
of the  Company  (each a  "Preferred  Share" and  collectively,  the  "Preferred
Shares");

         WHEREAS,  simultaneously herewith Buyer and holders of shares of common
stock of the Company (the "Common Stock") enters into a stock purchase agreement
(the "Common Stock  Purchase  Agreement"),  whereby Buyer  purchases  from those
stockholders  all issued and  outstanding  shares of common  stock so that Buyer
will become sole stockholder of the Company; and

         WHEREAS,  Sellers desire to sell all of the Preferred  Shares to Buyer,
and Buyer desires to purchase the Preferred Shares from Sellers,  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 1.2 below),  Seller agrees to sell, assign,
transfer and convey to Buyer, and Buyer agrees to purchase from each Seller, the
Preferred  Shares set forth  opposite  such  Seller's name in EXHIBIT A attached
hereto.  At the  Closing,  upon  payment of the  Purchase  Price (as  defined in
paragraph  1.3 below)  the  Company is  instructed  to amend its stock  transfer
records to reflect the transfer of the Preferred Shares from Seller to Buyer.






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         1.2 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 on May 4, 2005
("Closing Date") or at such other time or location as the parties hereto agree.

         1.3 PURCHASE  PRICE.  The purchase  price  ("Purchase  Price") shall be
1.7361  shares  of  Buyer's  Series  "A"  preferred  stock for each  issued  and
outstanding Preferred Share for an aggregate purchase price of 733,778 shares of
Buyer's Series A preferred  stock  ("Buyer's  Preferred  Shares") for all of the
Preferred  Shares,  such Buyer's  Preferred Shares to be allocated to Sellers as
set forth in Exhibit A. The Purchase Price shall be paid at Closing, by issuance
and  delivery  of  Buyer's  Preferred  Shares to  Sellers  against  receipt of a
certificate  from an officer of the  Company  confirming  that the  Company  has
transferred on its stock ledger ownership of the Preferred Shares from Seller to
Buyer (the "Officer's Certificate").

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

         1.5 BASIC AGREEMENTS AND TRANSACTIONS DEFINED. This Agreement and other
agreements  listed in  paragraph  1.4, are  sometimes  referred to as the "Basic
Agreements".  The  transactions  contemplated  by the Basic  Agreements  and the
Common   Stock   Purchase   Agreements   are   sometimes   referred  to  as  the
"Transactions".


                                       II.

                         REPRESENTATIONS AND WARRANTIES

         2.1  REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.   The  Company
represents and warrants to Buyer as follows:

                  (a)   ORGANIZATION.   The  Company  is  a   corporation   duly
         incorporated,  validly  existing and in good standing under the laws of
         the State of Delaware.  The Company has all requisite  corporate  power
         and authority to own,  lease and operate its properties and to carry on
         its business.  The Company 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) CAPITAL  STRUCTURE.  The  authorized  capital stock of the
         Company  consists of One million  (1,000,000)  shares of common  stock,
         $.001 par value and Five Hundred Thousand (500,000) shares of preferred
         stock,  $.001 par value. At Closing,  349,093.5 shares of common stock,
         and  422,656  Preferred  Shares,  will be issued and  outstanding.  All
         outstanding  shares of capital stock of the Company were,  when issued,
         duly authorized,  validly issued,  fully paid and nonassessable and not
         subject to preemptive rights. There are


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         no bonds, debentures, notes or other indebtedness of the Company having
         the right to vote on any matters on which  stockholders  of the Company
         may vote.  Except as set forth in  SCHEDULE  2.1 (B), as of the date of
         this  Agreement,  there are no outstanding  options,  warrants,  calls,
         rights,  commitments,  agreements,  arrangements or undertakings of any
         kind to which the Company is a party or by which is bound or  obligated
         the Company to issue, deliver or sell, or cause to be issued, delivered
         or sold,  additional shares of capital stock or other voting securities
         of the Company.

                  (c) AUTHORITY. The Company has full power and lawful authority
         to execute and deliver the Basic  Agreements to which it is a party and
         to perform its obligations  thereunder.  The Basic  Agreements to which
         the Company is party constitute (or shall, upon execution,  constitute)
         valid and legally binding obligations upon the Company,  enforceable in
         accordance   with  their  terms  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.  Neither the execution and delivery of the Basic
         Agreements by the Company,  nor the consummation and performance of the
         Transactions   contemplated  thereby,   conflicts  with,  requires  the
         consent,  waiver or  approval  of,  results  in a breach of or  default
         under,  or gives  to  others  any  interest  or  right of  termination,
         cancellation  or  acceleration  in or with  respect  to,  any  material
         agreement  by which the  Company is a party or by which the  Company or
         any of its material properties or assets are bound or affected.

                  (d) NO  UNDISCLOSED  LIABILITIES.  Except  as set forth in the
         Private  Placement  Memorandum of the Company dated April 27, 2005 (the
         "Private  Placement  Memo"),  the Company is not aware of any  material
         liabilities  for which the Company is liable or will  become  liable in
         the future.

                  (e) TAXES. The Company has filed all federal, state, local tax
         and other  returns  and  reports  which were  required to be filed with
         respect  to  all  taxes,   levies,   imposts,   duties,   licenses  and
         registration  fees,  charges or withholdings of every nature whatsoever
         ("Taxes"), and there exists a substantial basis in law and fact for all
         positions  taken in such  reports.  No waivers of periods of limitation
         are in effect with respect to any taxes  arising from and  attributable
         to the  ownership of  properties  or  operations of the business of the
         Company.

                  (f) PROPERTIES.  Except as set forth in the Private  Placement
         Memo,  the Company has good and  marketable  title to all its  material
         personal   property,   equipment,   processes,   patents,   copyrights,
         trademarks,  franchises,  licenses and other  material  properties  and
         assets  (except for items leased or licensed to the  Company),  in each
         case free and clear of all material liens,  claims and  encumbrances of
         every kind and character.



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<PAGE>

                  (g) BOOKS AND  RECORDS.  The books and  records of the Company
         are complete and correct in all material respects, have been maintained
         in accordance  with good business  practices and accurately  reflect in
         all material respects the business,  financial condition and results of
         operations of the Company.

                  (h) TRANSACTIONS WITH CERTAIN PERSONS.  Except as disclosed in
         SCHEDULE  2.1(H) or in the Private  Placement  Memo, the Company has no
         outstanding  material  agreement,   understanding,   contract,   lease,
         commitment,  loan or  other  material  arrangement  with  any  officer,
         director  or  shareholder  of the  Company or any  relative of any such
         person,  or any corporation or other entity in which such person owns a
         beneficial interest.

                  (i)  MATERIAL  CONTRACTS.  Except as set forth in the  Private
         Placement Memo, the Company 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 the Company.

                  (j)  AUTHORIZATIONS.  The  Company has no  licenses,  permits,
         approvals and other  authorizations from any governmental  agencies and
         any other entities that are materially necessary for the conduct of its
         business..

                  (k) NO  POWERS  OF  ATTORNEY.  The  Company  has no  powers of
         attorney or similar authorizations outstanding.

                  (l)  COMPLIANCE  WITH  LAWS.  To the  best  of  the  Company's
         knowledge, the Company is not in violation of any federal, state, local
         or other law, ordinance, rule or regulation applicable to its business,
         and has not received any actual or  threatened  complaint,  citation or
         notice of violation or investigation  from any governmental  authority,
         in each case where such violation would have a material  adverse effect
         on the Company.

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

                  (n) VALIDITY. All material contracts,  agreements,  leases and
         licenses  to which the  Company is a party or by which it or any of its
         material  properties or assets are bound or affected,  are valid and in
         full force and  effect;  and no breach or default  exists,  or upon the

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<PAGE>

         giving of notice or lapse of time, or both, would exist, on the part of
         the  Company or to the  knowledge  of the  Company,  by any other party
         thereto.

                  (o) NO ADVERSE CHANGES.  Since April 30, 2005, there have been
         no actual or  threatened  developments  of a nature that is  materially
         adverse to or involves any materially adverse effect upon the business,
         financial condition,  results of operations,  assets,  liabilities,  or
         prospects of the Company.

                  (p)  FEES.  Except  as  disclosed  in  SCHEDULE  2.1(P),   all
         negotiations relating to the Basic Agreements and the Transactions have
         been  conducted  by the Company in such a manner as not to give rise to
         any valid claim for any finder's fees, brokerage commission,  financial
         advisory  fee or related  expense or other like  payment  for which the
         Company or Buyer are or may be liable.

                  (q)  FULL  DISCLOSURE.  All  representations  of  the  Company
         contained in the Basic  Agreements are true and correct in all material
         respects  and do not  omit  any  material  fact  necessary  to make the
         statements   contained   therein  not   misleading   in  light  of  the
         circumstances  under which they were made.  There are no facts known to
         the Company  which could have a  materially  adversely  affect upon the
         business,   financial   condition,   results  of  operations,   assets,
         liabilities, or prospects of the Company, which have not been disclosed
         to Buyer  in the  Basic  Agreements  or are set  forth  in the  Private
         Placement Memo.

         2.2  REPRESENTATIONS  AND WARRANTIES OF SELLERS.  Sellers severally and
not jointly represent and warrant to Buyer, with respect to the Preferred Shares
owned by Seller, as follows:

                  (a) AUTHORITY.  Seller has full power and lawful  authority to
         execute and deliver the Basic  Agreements and to consummate and perform
         the Transactions  contemplated thereby. The Basic Agreements constitute
         (or  shall,  upon  execution,  constitute)  valid and  legally  binding
         obligations  upon Seller,  enforceable  in accordance  with their terms
         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.
         Neither the execution  and delivery of the Basic  Agreements by Seller,
         nor the consummation  and performance of the Transactions  contemplated
         thereby,  conflicts with, requires the consent,  waiver or approval of,
         results  in a breach  of, or  default  under,  or gives to  others  any
         interest or right of  termination,  cancellation  or acceleration in or
         with respect to, any  material  agreement by which Seller is a party or
         by which a Seller or any of its  material  properties,  or  assets  are
         bound or affected.

                  (b) TITLE TO THE  PREFERRED  SHARES.  At the  Closing,  Seller
         shall  own of  record  and  beneficially  the  Preferred  Shares of the
         Company set forth  opposite  such  Seller's name on EXHIBIT A, 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

                                      -5-
<PAGE>

         the Preferred  Shares to Buyer. No person has any preemptive  rights or
         rights of first  refusal with respect to any of the  Preferred  Shares.
         There exists no voting  agreement,  voting trust, or outstanding  proxy
         with respect to any of the Preferred  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
         Preferred Shares.

                  (c) INVESTMENT INTENT. Seller is acquiring the shares of Buyer
         for its 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.  Seller has no present or contemplated
         agreement,  undertaking,   arrangement,   obligation,  indebtedness  or
         commitment providing for the disposition thereof.  Seller will hold the
         Preferred  Shares in a manner  commensurate  with a private offering by
         Buyer  as  that  term  is  defined  by  the   Securities  and  Exchange
         Commission.

         2.3  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
         Stock,  none of which will be issued and outstanding  prior to Closing.
         Buyer's Preferred Shares have been duly authorized, validly issued, are
         fully paid and nonassessable  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,  except as disclosed in SCHEDULE  2.3(B),  Buyer will not have
         any  outstanding  rights,  options,   warrants,   calls,   commitments,
         conversion or any other  agreements of any other  character,  including
         without  limitation,  registration  rights agreements,  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,

                                      -6-
<PAGE>

         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  own 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 3, 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 recommend approval and adoption of this Agreement and
         the  amendment  of the  certificate  of  incorporation  of Buyer by the
         Buyer's  stockholders in a form attached hereto as Schedule 2.3(d). 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

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<PAGE>

         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  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


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<PAGE>

                  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  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


                                      -9-
<PAGE>

         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.

                  (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.




                                      -10-
<PAGE>
                                      III.

                                    COVENANTS

         3.1  COVENANTS OF THE COMPANY.  The Company  covenants  and agrees that
from the date hereof to the Closing, it will perform the following acts:

                  (a) ORDINARY COURSE OF BUSINESS.  The Company will operate its
         business only in the ordinary  course of business and will use its best
         efforts to preserve the Company's business, organization,  goodwill and
         relationships with persons having business dealings with the Company.

                  (b) MAINTAIN PROPERTIES.  The Company will maintain all of its
         properties in good working order, repair and condition (reasonable wear
         and use  excepted)  and will take all  steps  reasonably  necessary  to
         maintain  in full  force and effect its  patents,  trademarks,  service
         marks,  trade  names,  brand  names,  copyrights  and other  intangible
         assets.

                  (c) COMPENSATION. The Company will not (1) enter into or alter
         any employment agreements; (2) grant any increase in compensation other
         than normal  merit  increases  consistent  with the  Company's  general
         prevailing  practices to any officer or employee;  or (3) enter into or
         alter  any labor or  collective  bargaining  agreement  or any bonus or
         other employee fringe benefit.

                  (d) NO  INDEBTEDNESS.  The  Company  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
         the Company.

                  (e)  MAINTAIN  BOOKS.  The Company  will  maintain  its books,
         accounts and records in the usual,  regular ordinary and sound business
         manner and in accordance with generally accepted accounting  principles
         applied on a basis consistent with past practices.

                  (f) NO  AMENDMENTS.  The Company will not amend its  corporate
         charter or bylaws (or similar  documents)  without prior the consent of
         Buyer and the Company will maintain its corporate existence,  licenses,
         permits, powers and rights in full force and effect.

                  (g) TAXES AND ACCOUNTING  MATTERS.  The Company will file when
         due all federal, state and local tax returns and reports which shall be
         accurate and complete,  including but not limited to income, franchise,
         excise,  ad valorem,  and other taxes with  respect to its business and
         properties,  and to pay as they  become  due all taxes or


                                      -11-
<PAGE>

         assessments,   except  for  taxes  for  which  adequate   reserves  are
         established  and which are being contested in good faith by appropriate
         proceedings.  The  Company  will not change its  accounting  methods or
         practices or any  depreciation,  amortization  or  inventory  valuation
         policies or practices.

                  (h) NO  DISPOSITION  OR  ENCUMBRANCE.  Except in the  ordinary
         course of business consistent with past practices, the Company will not
         (1)  dispose of or  encumber  any of its  properties  and  assets,  (2)
         discharge or satisfy any lien or  encumbrance  or pay any obligation or
         liability  (fixed  or  contingent)  except  for  previously   scheduled
         repayment  of debt,  (3) cancel or  compromise  any debt or claim,  (4)
         transfer or grant any rights under any concessions,  leases,  licenses,
         agreements,  patents,  inventions,  proprietary  technology or process,
         trademarks,  service  marks  or  copyrights,  or  with  respect  to any
         know-how,  or (5)  enter  into or  modify in any  material  respect  or
         terminate any existing license, lease, or contract.

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

                  (j) NO BREACH.  The Company  will not do any act or omit to do
         any act which  would cause a breach of any of its  material  contracts,
         commitments or obligations.

                  (k) DUE  COMPLIANCE.  The  Company  will comply with all laws,
         regulations,  rules and ordinances  applicable to it and to the conduct
         of its business,  the violation of which would have a material  adverse
         effect on the Company.

                  (l)  NO  WAIVERS  OF  RIGHTS.  The  Company  will  not  amend,
         terminate  or waive any material  right  whether or not in the ordinary
         course of business.

                  (m) NO RELATED PARTY  TRANSACTIONS.  The Company will not make
         any loans to, or enter into any transaction,  agreement, arrangement or
         understanding  of  any  material  nature  with  any  of  its  officers,
         directors or employees.

                  (n) NOTICE OF CHANGE.  The Company will promptly  advise Buyer
         in writing of any material  adverse  change,  or the  occurrence of any
         event which involves any substantial  possibility of a material adverse
         change, in its business,  financial  condition,  results of operations,
         assets, liabilities or prospects.

                  (o) CONSENTS. The Company will use its best good faith efforts
         to obtain  the  consent  or  approval  of each  person or 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.



                                      -12-
<PAGE>

         3.2  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 AMENDMENTS.  Buyer will not amend its corporate charter
         or bylaws  (or  similar  documents)  without  the prior  consent of the
         Company and Buyer will  maintain  its  corporate  existence,  licenses,
         permits, powers and rights in full force and effect.

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

                  (d)  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 practices or as
         contemplated by this Agreement.

                  (e) NO  RELATED  PARTY  TRANSACTIONS.  Buyer will not make any
         loans to, or enter  into any  transaction,  agreement,  arrangement  or
         understanding  of  any  material  nature  with  any  of  its  officers,
         directors or employees.

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

                  (g) NO BREACH. Buyer will not do any act or omit to do any act
         which  would  cause  a  breach  of  any  of  its  material   contracts,
         commitments or obligations.

                  (h)  DUE   COMPLIANCE.   Buyer  will  comply  with  all  laws,
         regulations,  rules and ordinances  applicable to it and to the conduct
         of its business,  the violation of which would have a material  adverse
         effect on the Buyer.

                  (i) NO WAIVERS OF RIGHTS.  Buyer will not amend,  terminate or
         waive any  material  right  whether  or not in the  ordinary  course of
         business.

                  (j) NO SECURITIES  ISSUANCES.  Buyer will not issue any shares
         of any class of  capital  stock,  or enter into any  contract,  option,
         warrant or right calling for the issuance of any such shares of capital
         stock,  or  create  or  issue  any  securities   convertible  into  any
         securities of the Buyer.


                                      -13-
<PAGE>

                  (k) TAXES AND ACCOUNTING MATTERS. Buyer will file when due all
         federal,  state  and local  tax  returns  and  reports  which  shall be
         accurate and complete,  including but not limited to income, franchise,
         excise,  ad valorem,  and other taxes with  respect to its business and
         properties,  and to pay as they  become  due all taxes or  assessments,
         except for taxes for which adequate  reserves are established and which
         are being  contested in good faith by  appropriate  proceedings.  Buyer
         will  not  change  its   accounting   methods  or   practices   or  any
         depreciation,   amortization   or  inventory   valuation   policies  or
         practices.

                  (l) NOTICE OF CHANGE.  Buyer will promptly  advise the Company
         in writing of any material  adverse  change,  or the  occurrence of any
         event which involves any substantial  possibility of a material adverse
         change, in its business,  financial  condition,  results of operations,
         assets, liabilities or prospects.

                  (m)  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 the Company and 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 the  Company and 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.  The Company and Seller shall have performed all agreements,  covenants
and  conditions  required to be performed by the Company and Seller prior to the
Closing.

         4.2 NO ADVERSE  CHANGE.  Subsequent to the date hereof and prior to the
Closing,  there  shall  have been no event  which has had or may have a material
adverse  effect upon the business,  financial  condition,  results of operation,
assets, liabilities or prospects of the Company.

         4.3  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.

                                      -14-
<PAGE>

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

                  (a)  An  acknowledgment  of  the  Company  that  it  has  been
         instructed to amend its stock transfer records to reflect a transfer of
         the Common Stock  (pursuant to payment under the Common Stock  Purchase
         Agreement) and the Preferred  Shares to Buyer  following  payment under
         section 5.6.

                  (b) A  copy  of  (i)  the  Articles  of  Incorporation  of the
         Company;  and (ii) the Bylaws of the Company;  and (iii) a  certificate
         from the Delaware Secretary of State, to the effect that the Company is
         in good standing and has paid all franchise taxes;

                  (c)  All  agreements  referred  to  in  paragraph  1.5  above,
         executed by all parties thereto other than Buyer.

                  (d) All  corporate  and other  records of or applicable to the
         Company  including but not limited to,  current and  up-to-date  minute
         books,  stock transfer books and registers,  books of accounts,  leases
         and material contracts.

                  (e) Employment agreements between the Company and Ira Tabankin
         and Charles Sander attached hereto as Exhibits "C" and "D".

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

                                       V.

                           CONDITIONS PRECEDENT TO THE
                 OBLIGATIONS OF THE COMPANY AND SELLER TO CLOSE

         The obligation of the Company and Sellers 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 the Company and Seller:

         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.



                                      -15-
<PAGE>

         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 and the Company
shall have executed and delivered the Basic Agreements.

         5.4 DOCUMENTS TO BE DELIVERED BY BUYER.  Buyer shall have delivered the
following documents:

                  (a) A copy,  certified by the  Secretary of the Buyer,  of (i)
         the Articles of  Incorporation of the Buyer; and (ii) the Bylaws of the
         Buyer;  (iii)  resolutions  of  the  Board  authorizing  execution  and
         delivery of this  Agreement;  and (iv) a certificate  from the Delaware
         Secretary  of State,  to the effect that the Buyer is in good  standing
         and has paid all franchise taxes;

                  (b) Corporate minutes of Buyer's directors  attached hereto as
         Exhibit "E" accepting and attaching the resignation of Jules Benge Prag
         IV as a  director,  and  appointment  of Ira  Tabankin  as a  director,
         accepting and attaching the resignations of Nicolas Rigopulos and Jules
         Benge Prag IV as officers and  appointing  Charles  Sander as President
         and Chief Executive Officer and Ira Tabankin as Secretary of Buyer.

                  (c) A copy,  certified by the  Secretary of State of the State
         of Delaware of the  Certificate  of Designation in the form attached as
         Exhibit "G" authorizing the Preferred Shares.

                  (d) All  corporate  and other  records of or applicable to the
         Buyer  including  but not limited to,  current  and  up-to-date  minute
         books,  stock transfer books and registers,  books of accounts,  leases
         and material contracts.

                  (e)  The  Preferred  Shares  issued  to  the  Sellers  in  the
         proportions set forth in section 5.6; and

                  (f) The Common  Stock  issued to the  Sellers (as such term is
         defined in the Common Stock Purchase  Agreement)  identified in Exhibit
         "H" in the amounts set forth in Exhibit "H".

         5.5 NO ADVERSE  CHANGE.  Subsequent to the date hereof and prior to the
Closing,  there  shall  have been no event  which has had or may have a material
adverse  effect upon the business,  financial  condition,  results of operation,
assets, liabilities or prospects of the Company.



                                      -16-
<PAGE>

         5.6 PAYMENTS. Sellers shall have received from Buyer a total of 773,778
shares of Buyer's  preferred  stock,  issued at the Closing by Buyer pursuant to
all the Basic Agreements in the following proportions:

         Ira Tabankin                      279,042.625
         Charles Sander                    279,042.625
         Robert Prag                         66,317.75
         Kai Hansen                           54,687.5
         Hayden Communications, Inc.          54,687.5



                                       VI.

            CONDITION SUBSEQUENT; MODIFICATION, WAIVERS, TERMINATION
                                  AND EXPENSES

         6.1  CONDITION  SUBSEQUENT.  It shall be a condition  subsequent to the
Closing that immediately  following the Closing,  a majority of the stockholders
of Buyer shall deliver a Written  Consent  executed by a majority of the holders
of Buyer  authorizing  (a) an amendment and  restatement  of the  Certificate of
Incorporation  of  Buyer  including  a change  of the name of Buyer to  "Catcher
Holdings,  Inc.",  (b) the Reverse Split (as described in the Private  Placement
Memorandum); and (c) the election of Ira Tabankin, Charles Sander, Cathal Flynn,
and , as the members of the Board of Directors of Buyer.

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

         6.3 WAIVERS.  Buyer,  the Company 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.

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

                  (a) By the mutual consent of Sellers, the Company and Buyer;

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

                  (c) By the  Company  or  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.




                                      -17-
<PAGE>

         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  two  (2)  years.  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.

         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 Sellers, to:

                                    Ira Tabankin
                                    1165 Via Vera Cruz
                                    San Marcos, CA 92069

                                    Charles Sander
                                    39526 Charlestown Place
                                    Hamilton, VA 20158


                                      -18-
<PAGE>

                                    Robert Prag
                                    2455 El Amigo Road
                                    Del Mar, CA 92014

                                    Hayden Communications, Inc.
                                    1401 Hewens Drive
                                    North Myrtle Beach, SC 29582

                                    Kai Hansen
                                    P.O. Box 12610
                                    San Diego, CA 92112

                          (b) If to Buyer, to:

                                    U.S. Telesis Holdings, Inc.
                                    ATTN: Nicholas Rigopulos, President
                                    41 Commonwealth Avenue
                                    Boston, MA 02116
                                    TELEPHONE: (617) 536-2070
                                    FAX: (617)

                           With copies to:

                                    G. David Gordon & Associates, P.C.
                                    ATTN: David Gordon
                                    7633 East 63rd Place, Suite 210
                                    Tulsa, Oklahoma 74133
                                    TELEPHONE: (918) 254-4997
                                    FAX: (918) 254-2988

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


                                      -19-
<PAGE>

         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.

         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. However, should either party choose
to terminate  this Agreement  under Section  6.3(a),  that party  initiating the
termination  shall be responsible for all legal fees and other expenses incurred
in connection with the preparation of this Agreement.

         7.11 EXHIBITS.  All of the Exhibits to this Agreement are  incorporated
herein in the places referenced in this Agreement as if fully set forth herein.

         7.12  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.  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.

                  [Remainder of Page Intentionally Left Blank]





                                      -20-
<PAGE>



         [Preferred Stock Exchange Agreement]

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




                                             "BUYER"

                                             U.S. TELESIS HOLDINGS, INC.





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

























                                      -21-
<PAGE>


                                          "THE COMPANY"

                                          CATCHER, INC.


                                          BY:
                                          ---------------------------------
                                              IRA TABANKIN, PRESIDENT




                                          "SELLER"



                                          ---------------------------------
                                          IRA TABANKIN



                                          ---------------------------------
                                          CHARLES SANDER



                                          ---------------------------------
                                          ROBERT PRAG



                                          ---------------------------------
                                          KAI HANSEN



                                          ---------------------------------
                                          HAYDEN COMMUNICATIONS, INC.




                                      -22-