EXHIBIT 10.2

                            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  Peter  G.  &  Susan  H.  Stanley,
(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 FOUR
THOUSAND  SEVEN HUNDRED  SEVENTY  (4,770)  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 2,385 Shares and a
series B warrant to purchase 2,385 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 interest in and to the Shares listed in Exhibit
"A", attached hereto. At the Closing, the


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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  477,000  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.



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         (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 none are outstanding.  Buyer's Shares,  when issued, will be duly
         authorized,


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<PAGE>

         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 recommend approval and adoption of this Agreement and
         the  amendment


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<PAGE>

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

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<PAGE>

         (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  subject,  in the  case of the  unaudited
         statements,  to normal, recurring audit adjustments) and fairly present
         the  consolidated  financial  position of Buyer


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<PAGE>

         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.

         (k) CHANGE OF CONTROL AGREEMENT.  Neither the execution and delivery of
         the Basic Agreements nor the  consummation of the Transactions  (either

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         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.

                                      III.

                                    COVENANTS

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


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<PAGE>

         (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.









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<PAGE>


                                       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.

         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.







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<PAGE>

                                       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:

         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.


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<PAGE>

         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

             (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.




                                      -12-
<PAGE>

         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

           (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:
                                       ----------------------------
                                             PETER G. STANLEY

                                                  AND

                                       ----------------------------
                                            SUSAN H. STANLEY,
                                    AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP











                                      -15-