EXHIBIT 10.4


                          REGISTRATION RIGHTS AGREEMENT

         This agreement,  dated as of May 4, 2005 (this  "Agreement") is entered
into by and among U.S.  Telesis  Holdings,  Inc.,  a Delaware  corporation  (the
"UST") and the persons and entities listed on EXHIBIT A hereto.


                                    RECITALS

         WHEREAS,  Catcher, Inc., a Delaware corporation ("CATCHER"),  issued an
aggregate of 447,749.5  shares of its capital  stock in the form of its Series A
Preferred Stock and its common stock to certain  founders set forth on Exhibit A
(the "FOUNDERS"); and

         WHEREAS,  Catcher  engaged in a private  offering  to  certain  private
investors (the "PRIVATE INVESTORS") of 162,013 Units consisting in the aggregate
of 324,026  shares of Catcher's  common stock and Series A Warrants and Series B
Warrants  (collectively,  the  "WARRANTS")  to purchase an  aggregate of 324,026
additional shares of Catcher's common stock ; and

         WHEREAS,  UST and the  Purchasers  have entered  into a Stock  Exchange
Agreement of even date herewith (the "EXCHANGE AGREEMENT") pursuant to which UST
will acquire Catcher by (a) issuing its Series A Preferred Stock (the "PREFERRED
STOCK") to certain of the Founders and its common stock (the "COMMON  STOCK") to
the Private  Investors and certain other  Founders  (such Private  Investors and
Founders,  hereinafter  referred to as the  "PURCHASERS")  and (b)  assuming the
obligation under the Warrants to issue UST's common stock; and

         WHEREAS,   UST  and  the  Purchasers  desire  to  provide  for  certain
arrangements with respect to the registration of such shares of capital stock of
UST under the Securities Act of 1933, as amended (the "SECURITIES ACT");

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

         1. CERTAIN DEFINITIONS.

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

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

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

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

                  1.4.  The term  "Registrable  Securities"  shall  mean (a) the
Common Stock (including the Common Stock issuable upon exercise of the Warrants)
and (b) the Common  Stock  issuable  upon  conversion  of the  Preferred  Stock,
provided,  however,  that  securities  shall  only  be  treated  as  Registrable

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Securities  if and  only for so long as they  (A)  have  not  been  disposed  of
pursuant to a registration  statement declared effective by the Commission;  (B)
have not been sold in a transaction  exempt from the registration and prospectus
delivery  requirements  of the Securities Act so that all transfer  restrictions
and restrictive  legends with respect thereto are removed upon the  consummation
of such sale; and (C) are held by a Holder.

                  1.5. The term "Selling Holders" shall mean the Holders selling
their Registrable Securities.

         2. MANDATORY REGISTRATION. UST agrees that:

                  2.1. it will file a registration statement covering the resale
of the  Registrable  Securities  within ninety (90) days of the date hereof (the
"Filing Deadline").

                  2.2. it will use its commercially  reasonable efforts and will
cooperate fully with the Commission to cause such  registration  statement to be
declared effective by the Commission within one hundred eighty (180) days of the
date hereof (the "Registration Deadline").

In the event UST fails to file a registration  statement  covering the resale of
Registrable  Securities  on or before the  Filing  Deadline,  UST shall,  at the
election  of the  Holder:  (i) pay to the  Holder  (prorated  for such  Holder's
percentage of the Offered  Amount  subscribed to by such Holder) an aggregate of
$45,000;  or (ii) issue to such Holder (prorated for such Holder's percentage of
the  Offered  Amount  subscribed  to by such  Holder)  the number of  additional
Warrants  and shares of Common  Stock that  would have been  purchasable  in the
Offering for $45,000 for every 30 day period  (pro-rated for period less than 30
days) that UST fails to file a registration  statement with the Commission after
the  Filing  Deadline.  In the  event  that,  due  to  the  fault  of  UST,  its
registration  statement is not deemed  effective by the  Commission on or before
the Registration  Deadline,  UST shall, at the election of the Holder (i) pay to
the  Holder  (prorated  for  such  Holder's  percentage  of the  Offered  Amount
subscribed  to by such Holder) an  aggregate  of $45,000;  or (ii) issue to such
Holder (prorated for such Holder's  percentage of the Offered Amount  subscribed
to by such Holder) the number of additional  Warrants and shares of Common Stock
that would have been  purchasable in the Offering for $45,000,  for every 30 day
period (pro-rated for period less than 30 days) that the registration  statement
is not deemed effective by the Commission after the Registration Deadline due to
the fault of UST.

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

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


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periodic  reports  filed  pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act (the "Exchange Act") in the registration statement.

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

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

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

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

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

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

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

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

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

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

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

         4.  FURNISH  INFORMATION.  It shall  be a  condition  precedent  to the
obligation of UST to take any action with respect to the Registrable  Securities
of any Selling  Holder that such Holder  shall  furnish to UST such  information
regarding the Holder,  the Registrable  Securities  held by the Holder,  and the
intended  method  of  disposition  of such  securities  as shall  be  reasonably
required  by UST  to  effect  the  registration  of  such  Holder's  Registrable
Securities.

         5.  REGISTRATION  EXPENSES.  UST  shall  bear and pay all  Registration
Expenses incurred in connection with any  registration,  filing or qualification
of  Registrable  Securities  with  respect to  registrations  pursuant  for each
Holder,  but  excluding  underwriting  discounts  and  commissions  relating  to
Registrable Securities and excluding any costs to any of the Holders,  including
without  limitation,  for  accounting,  financial,  legal or other  professional
advisors to any of the Holders.

         6. UNDERWRITING REQUIREMENTS. In connection with any offering involving
an underwriting  of shares of UST's capital stock,  UST shall not be required to
include any of the Holders'  Registrable  Securities in such underwriting unless
they accept the terms of the  underwriting  as agreed  upon  between UST and the
underwriters  selected  by it  (or by  other  persons  entitled  to  select  the
underwriters),  and then only in such quantity as the underwriters  determine in
their sole discretion will not jeopardize the success of the offering by UST.

         7. DELAY OF  REGISTRATION.  No Holder shall have any right to obtain or
seek an injunction  restraining or otherwise delaying any registration hereunder
as  the  result  of  any  controversy  that  might  arise  with  respect  to the
interpretation or implementation of this Article.

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

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                  8.1. To the extent  permitted by law, UST will  indemnify  and
hold harmless each Holder,  any  underwriter  (as defined in the Securities Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the  meaning of the  Securities  Act or the  Exchange  Act,  against  any
losses,  claims,  damages,  or liabilities  (joint or several) to which they may
become  subject under the Securities  Act, or the Exchange Act,  insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out  of or  are  based  upon  any  of the  following  statements,  omissions  or
violations  (collectively a "Violation")  in connection  with UST's  obligations
under this Agreement:  (i) any untrue  statement of a material fact contained in
such  registration  statement,  including  any  preliminary  prospectus or final
prospectus contained therein or any amendments or supplements thereto,  (ii) the
omission to state  therein a material  fact  required to be stated  therein,  or
necessary to make the statements  therein made, under the circumstances in which
they were made, not misleading,  or (iii) any violation by UST of the Securities
Act,  the  Exchange  Act,  or any  rule  or  regulation  promulgated  under  the
Securities  Act,  or the  Exchange  Act,  and UST will pay to each such  Holder,
underwriter  or  controlling  person,  as incurred,  any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss, claim, damage,  liability,  or action;  provided,  however,  that the
indemnity  agreement  contained in this Section 8.1.  shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement  is effected  without the consent of UST,  nor shall UST be liable in
any such case for any such  loss,  claim,  damage,  liability,  or action to the
extent  that it  arises  out of or is based  upon a  Violation  which  occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection  with such  registration  by any such Holder,  underwriter  or
controlling person.

                  8.2. To the extent  permitted by law, each Selling Holder will
indemnify and hold harmless  UST, each of its  directors,  each of its officers,
each person,  if any, who controls UST within the meaning of the Securities Act,
any  underwriter,  any other  Holder  selling  securities  in such  registration
statement and any  controlling  person of any such  underwriter or other Holder,
against any losses, claims,  damages, or liabilities (joint or several) to which
any of the foregoing  persons may become  subject,  under the Securities Act, or
the Exchange Act, insofar as such losses,  claims,  damages,  or liabilities (or
actions in respect  thereto)  arise out of or are based upon any  Violation,  in
each case to the extent (and only to the extent) that such  Violation  occurs in
reliance  upon and in  conformity  with  written  information  furnished by such
Holder  expressly for use in connection  with such  registration;  and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any  person  intended  to be  indemnified  pursuant  to  this  Section  8.2,  in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability, or action; PROVIDED,  HOWEVER, that the indemnity agreement contained
in this  Section 8.2 shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld.

                  8.3. Promptly after receipt by an indemnified party under this
Section  8  of  notice  of  the  commencement  of  any  action   (including  any
governmental  action),  such  indemnified  party  shall,  if a claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 8,
deliver to the indemnifying  party a written notice of the commencement  thereof
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly notified, to assume the defense thereof with counsel selected by
the  indemnifying  party and approved by the  indemnified  party (whose approval
shall not be  unreasonably  withheld);  provided,  however,  that an indemnified
party  (together  with all other  indemnified  parties which may be  represented
without  conflict by one  counsel)  shall have the right to retain one  separate
counsel,  with the fees and expenses to be paid by the  indemnifying  party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be

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inappropriate  due to actual  or  potential  differing  interests  between  such
indemnified  party and any  other  party  represented  by such  counsel  in such
proceeding.  The failure to deliver  written  notice to the  indemnifying  party
within a reasonable time of the commencement of any such action,  if prejudicial
to its ability to defend such action,  shall relieve such indemnifying  party of
any liability to the indemnified party under this Section 8.

                  8.4 If the  indemnification  provided for in this Section 8 is
held by a court of competent  jurisdiction  to be  unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
indemnifying  party on the one hand and of the indemnified party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether the untrue or alleged untrue statement of a material fact or the alleged
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.

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

                  8.6. The  obligations  of UST and Holders under this Section 8
shall survive the completion of the Offering and the Acquisition.

         9. Reports Under Securities Exchange Act of 1934. With a view to making
available  to the  Holders  the  benefits  of Rule  144 and  any  other  rule or
regulation  of the  Commission  that  may at any time  permit  a Holder  to sell
securities  of  UST  to  the  public  without  registration  or  pursuant  to  a
registration on Form S-3, UST agrees to:

                  9.1.  make and keep  public  information  available,  as those
terms are  understood  and defined in Rule 144, at all times after 90 days after
the effective date of the  registration  statement  filed in connection  with an
Acquisition;

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

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

         10. GENERAL.

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

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

                  10.3.  GOVERNING  LAW.  NOTWITHSTANDING  THE PLACE  WHERE THIS
AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES  HERETO,  THE PARTIES  EXPRESSLY
AGREE THAT ALL THE TERMS AND PROVISIONS  HEREOF SHALL BE CONSTRUED IN ACCORDANCE
WITH AND  GOVERNED BY THE LAWS OF THE STATE OF NEW YORK  WITHOUT  REGARD TO SUCH
STATE'S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT A JUDICIAL  PROCEEDING
IS NECESSARY,  THE SOLE FORUM FOR RESOLVING  DISPUTES ARISING OUT OF OR RELATING
TO THIS  AGREEMENT IS THE SUPREME  COURT OF THE STATE OF NEW YORK IN AND FOR THE
COUNTY OF NEW YORK OR THE  FEDERAL  COURTS  FOR SUCH STATE AND  COUNTY,  AND ALL
RELATED  APPELLATE  COURTS AND THE  PARTIES  HEREBY  IRREVOCABLY  CONSENT TO THE
JURISDICTION  OF  SUCH  COURTS  AND  AGREE  TO  SAID  VENUE.  THE  PARTIES  each
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding  brought in such courts and irrevocably  waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient  forum.  THE PARTIES  HEREBY  WAIVE ANY RIGHT TO REQUEST A TRIAL BY
JURY IN ANY  LITIGATION  WITH  RESPECT TO THIS  AGREEMENT  AND  REPRESENTS  THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

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

If to UST:

                  U.S. Telesis Holdings, Inc.
                  1165 Via Vera Cruz
                  San Marcos, CA 92069
                  Attention: President

Copy to: Piliero Goldstein Kogan & Miller, LLP
                  10 East 53rd Street
                  New York, New York 10021
                  Attention: Robert D. Piliero

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

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

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         10.6. AMENDMENTS AND WAIVERS. Any term of this agreement may be amended
or terminated  and the  observance  of any term of this  agreement may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively), with the written consent of UST and the holders of a majority of
the Registrable  Shares;  provided,  that this agreement may be amended with the
consent of the  holders  of less than all  Registrable  Shares  only in a manner
which applies on its face to all such holders in substantially the same fashion.
Any such  amendment,  termination  or waiver  effected in  accordance  with this
Section 10.6 shall be binding on all parties hereto, even if they do not execute
such consent. No waivers of or exceptions to any term, condition or provision of
this  agreement,  in any  one or more  instances,  shall  be  deemed  to be,  or
construed  as, a further or  continuing  waiver of any such term,  condition  or
provision.

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

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

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

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                                                   REGISTRATION RIGHTS AGREEMENT

                  Executed as of the date first written above.



                                          U.S. TELESIS HOLDINGS, INC.





                                          By:
                                             --------------------------------
                                             Name: Nicolas Rigopulos
                                             Title: President








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                                          [Registration Rights Agreement]

                                          AGREED AND ACCEPTED:





                                          By:
                                             --------------------------------
                                             Name:
                                             Title:












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                                                                       EXHIBIT A


                                   PURCHASERS



                  COMMON STOCK -- PRIOR TO REVERSE SPLIT

Greg J. Berlacher                                           432,000
1150 First Avenue                                           216,000 Series A
#600                                                        216,000 Series B
King of Prussia, PA 19406

Dan Gardner - IRA                                           132,000
(Bear Stearns Securities Corp.
  Cust. f/b/o Dianiel Gardner)                              66,000 Series A
534 Camp Woods Circle                                       66,000 Series B
Villa Nova, PA 19085

Dan Gardner                                                 475,200
534 Camp Woods Circle                                       237,600 Series A
Villa Nova, PA 19085                                        237,600 Series B

Richard Johnson                                             118,800
965 Pinehurst Drive                                         59,400 Series A
Chester Springs, PA 19425                                   59,400 Series B

Jay Seid                                                    475,200
c/o Emerging Growth Equities                                237,600 Series A
1150 First Avenue, Suite 600                                237,600 Series B
King of Prussia, PA 19406

Robert A. Berlacher-IRA                                     237,600
Bear Stearns SEC Corp. as IRA Cust.
  f/b/o Robert A. Berlacher                                 118,800 Series A
676 Church Road                                             118,800 Series B
Villa Nova, PA 19085

BallyShannon Partners, L.P.                                 1,045,400
325 Bryn Mawr Avenue                                        522,700 Series A
Bryn Mawr, PA 19010                                         522,700 Series B

BallyShannon Family Partnership                             475,200
325 Bryn Mawr Avenue                                        237,600 Series A
Bryn Mawr, PA 19010                                         237,600 Series B

Peter Stanley                                               477,000
660 Gatehouse Lane                                          238,500 Series A
Philadelphia, PA 19118                                      238,500 Series B




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Matison EuroInvest Ltd.                                     566,200
c/o Budin & Partners                                        283,100 Series A
20 Rue Senebier                                             283,100 Series B
PO Box 166
Channel 1211, Geneva, Switz

VFT Special Ventures, Ltd.                                  1,188,000
1150 First Avenue, Suite 600                                594,000 Series A
King of Prussia, PA 19406                                   594,000 Series B


Chardonnay Partners                                         118,800
676 Church Road                                             59,400 Series A
Villa Nova, PA 19085                                        59,400 Series B

Cabernet Partners                                           356,400
676 Church Road                                             178,200 Series A
Villa Nova, PA 19085                                        178,200 Series B

Paul Berlacher                                              118,800
Paul D. Berlacher Rev. Trust DTD 5/27/93                    59,400 Series A
7201 Forest Brook Drive                                     59,400 Series B
Sylvania, Ohio

Franz Berlacher                                             118,000
Heart Specialists of NW Ohio Profit
  Sharing/401K Plan fbo                                     59,400 Series A
Franz Berlacher                                             59,400 Series B
5549 Ginger Tree Lane
Toledo, OH 43623

Northwood Capital Partners, LP                              950,400
1150 First Avenue, Suite 600                                475,200 Series A
King of Prussia, PA 19406                                   475,200 Series B

Porter Partners LP                                          237,600
300 Drakes Landing Road                                     118,800 Series A
Suite 300                                                   118,800 Series B
Greenbrae, CA 94904

Christopher Cummings                                        1,080,000
475 Stonehaven Drive                                        540,000 Series A
Kettering, OH 45429                                         540,000 Series B

Agile Partners, L.P.                                        4,679,600
3500 Alameda De Las Pulgas                                  2,339,800 Series A
Suite 200                                                   2,339,800 Series B
Menlo Park , CA 94025

Sandor Capital Master Fund, LP                              3,600,000
2828 Routh Street, Suite 500                                1,800,000 Series A
Dallas, Texas, 75201                                        1,800,000 Series B



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John Lemak                                                  720,000
4410 Bordeaux Ave                                           360,000 Series A
Dallas, Texas 75205                                         360,000 Series B

London Family Trust                                         3,599,600
212 Aurora Drive                                            1,799,800 Series A
Montecito, CA 93108                                         1,799,800 Series B

Carlton Meyer                                               359,800
1106 Ednor Road                                             179,900 Series A
Silver Springs, MD 20905                                    179,900 Series B

George King                                                 1,079,800
5577 Vantage Point Road                                     539,900 Series A
Columbia, MD 21044                                          539,900 Series A


Brian Barton                                                1,079,800
19816 Meredith Drive                                        539,900 Series A
Derwood, MD 20855                                           539,900 Series B

Mark Nicosia                                                1,079,800
21809 Gaithers Meadow Lane                                  539,900 Series A
Brookville, MD 20833       `                                539,900 Series B


Burlingame Equity Investors (Offshore) Ltd.                 60,400
1 Sansome Street                                            30,200 Series A
Suite 2900                                                  30,200 Series B
San Francisco, CA 94104

Burlingame Equity Investors, LP                             305,600
1 Sansome Street                                            152,800 Series A
Suite 2900                                                  152,800 Series B
San Francisco, CA 94104

Attractor Capital Fund 1, LLC                               2,519,600
1637 Oakwood Drive                                          1,259,800 Series A
Unit S222                                                   1,259,800 Series B
Norberth, PA 19072

Raleigh Ralls                                               1,799,800
744 Spruce Street                                           899,900 Series A
Boulder, CO 80302                                           899,900 Series B

Katherine O'Leary                                           539,800
2819 Fourth Street                                          269,900 Series A
Boulder, CO 80304                                           269,900 Series B


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Richard O'Leary                                             539,800
2819 Fourth Street                                          269,900 Series A
Boulder, CO 80304                                           269,900 Series B

Alon Kutai                                                  720,000
5423 Foxhound Way                                           360,000 Series A
San Diego, CA 92130                                         360,000 Series B

Bryan Smyth                                                 180,000
4417 Tivoli Street                                          90,000 Series A
San Diego, CA 92107                                         90,000 Series A

John & Cindy Boyle                                          216,000
375 Fairview Farms Road                                     108,000 Series A
Campo Bello, SC 29322                                       108,000 Series B

Michael Pruitt                                              180,000
11502 Stonebrier Drive                                      90,000 Series A
Charlotte, NC 28277                                         90,000 Series B


Craig Samuels                                               360,000
13990 Rancho Dorado                                         180,000 Series A
San Diego, CA 92130                                         180,000 Series B

Schreiber Living Trust                                      179,800
[address]                                                   89,900 Series A
                                                            89,900 Series B

John Sutton                                                 1,732,500
1801 Warner Ranch Drive, #1718
Round Rock, Texas 78664

Steven A. Moore                                             111,900
2250 Big Pine Road
Escondido, CA

Campbell Family Trust                                       223,900
4360 E. Burchell Drive
Hayden Lake, ID 83835

Aldridge Industries, Inc.                                   441,000
525 Round Rock West #275
Round Rock, Texas 78681

SERIES A PREFERRED STOCK

Ira J. Tabankin                                             279,042.625
1165 Via Vera Cruz
San Marco, CA 92069


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Charles Sander                                              279,042.625
[address]

Robert Prag                                                 66,317.75
2455 El Amigo Road
Del Mar, CA 92014

Kai Hansen                                                  54,687.5
P.O. Box  12610
San Diego, CA 92112

Hayden   Communications, Inc.                               54,687.5
1401 Hewens Drive
North Myrtle Beach, SC 29582