------------------------------------

                              EMPLOYMENT AGREEMENT

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                            EFFECTIVE: April __, 2005

                                 by and between

                                (1) CATCHER, INC.

                                     - and -

                                 (2) JOHN SUTTON










<PAGE>

                  THIS EMPLOYMENT  AGREEMENT (this "Agreement") is executed this
__ day of April, 2005 by and between Catcher,  Inc., a Delaware corporation with
principal  offices at 1165 Via Vera Cruz, San Marcos, CA 92069 ("Catcher" or the
"Company")     and    John     Sutton,     an     individual     residing     at
__________________________________   (the  "Employee").   The  Company  and  the
Employee are sometimes referred to herein as the "Parties."

                  WHEREAS,   the   Company   is   contemplating,   among   other
transactions and events, a private placement of its equity securities to certain
private  investors  (the  "Private   Investment")  followed  immediately  by  an
acquisition  of all of the  capital  stock of the  Company  by a public  "shell"
corporation  ("Pubco")  pursuant to which the capital stock of the Company shall
be  exchanged  for the  capital  stock of Pubco (the  "Public  Transaction"  and
together with the Private Investment, the "Transactions"); and

                  WHEREAS,  the Company  desires to employ Employee and Employee
desires to be  employed  upon the terms and  subject to the  conditions  of this
Agreement.

                  NOW THEREFORE,  for good and valuable  consideration  given by
each party hereto to the other,  the receipt and  sufficiency of which is hereby
acknowledged,  the Parties  agree that the Company shall employ the Employee and
the  Employee  shall be  employed by the Company  upon the  following  terms and
conditions:

         1.       COMMENCEMENT AND TERM; CONDITION.

                  (a)  COMMENCEMENT  AND TERM.  This  Agreement  shall  commence
simultaneously  with and  effective  as of the date of the  consummation  of the
Transactions  (the "Effective  Date") and shall continue for a period of one (1)
year (the  "Initial  Term").  The  Initial  Term shall  automatically  renew for
additional  one-year  periods (each a "Renewal  Term") unless sooner  terminated
pursuant to paragraph 4, unless a written  notice of  non-renewal is provided to
either  Party  by the  other  no  earlier  than 90 days  prior to the end of the
Initial  Term or any  Renewal  Term  and no  later  than 30  days  prior  to the
expiration of the Initial Term or any Renewal Term.  The Initial Term,  together
with each and every Renewal Term is hereinafter referred to as the "Term."

                  (b)  CONDITION.  The parties to the  Transactions  contemplate
that this  Agreement  shall have been executed and  delivered  prior to and as a
condition of, the parties  obligation  to close the  Transactions.  However,  no
Party shall have any obligation  hereunder,  unless the  Transactions are closed
and all  documents  to be executed  and  delivered  pursuant to the terms of the
Transactions are executed and delivered.

         2.       TITLE AND  DUTIES.  The  title,  scope of  employment  and the
duties of the Employee shall be as follows:

                  (a) TITLE. The Employee shall serve the Company on a full-time
basis  with the  title of Vice  President  Operations  and  shall  report to the
Company's President and Chief Executive Officer.

                  (b)  SCOPE  OF  EMPLOYMENT  AND  DUTIES.   As  Vice  President
Engineering,  the Employee  (i) manage the  Company's  business and  operations,
subject to the direction and  supervision  of the President and Chief  Executive
Officer,  and (ii)  perform  such other  services  in  respect of the  Company's
business and operations as are customarily performed by a vice president, or are
ancillary to any of the aforementioned  duties, or may be agreed by the Employee
and the Company.

                                       2
<PAGE>

                  (c) OTHER  ACTIVITIES.  The  Employee  shall devote his entire
business-day  attention  and energies to his  employment  with the Company.  The
Employee may engage in civic,  philanthropic or community service activities, so
long as such  activities do not interfere with the Employee's  ability to comply
with the  terms  and  conditions  of this  Agreement  and are not  otherwise  in
conflict  with the  policies or interests of the  Company;  PROVIDED  THAT,  the
Employee shall obtain the consent of the President and Chief  Executive  Officer
before  engaging  in such  activities  that  require  time off during the normal
business day.

                  (d) PRINCIPAL  PLACE OF BUSINESS.  The Employee  shall perform
his duties  principally  from the  Company's  principal  offices in San  Marcos,
California  or at such other  place as the Company  may  designate  from time to
time.

         3.       COMPENSATION AND BENEFITS.  In full consideration for entering
into this  Agreement  and for the  Employee's  services  during  the  Term,  the
Employee shall receive the following  compensation and benefits  (together,  the
"Compensation"):

                  (a) BASE  SALARY.  The  Employee  shall  receive a base salary
computed at the rate of  $150,000  per  calendar  year (such  amount,  as may be
increased by the Company,  shall be referred to as "Base  Salary").  Base Salary
shall be paid in equal  installments  in accordance  with the Company's  payroll
policy.  The Employee's Base Salary shall be reviewed  annually by the President
and Chief  Executive  Officer with a view to increasing  the Base Salary if such
increase is merited or  warranted  by the  competitive  environment  and, in the
discretion  of the  President  and  Chief  Executive  Officer,  is in  the  best
interests of the Company and its shareholders..

                  (b) BONUS.  Employee  shall be eligible to  participate in any
incentive  bonus  program  the Company  may adopt for its  executive  employees,
provided that,  the terms of any such bonus plan shall be completely  within the
discretion of the Board upon  achievement  of certain  goals agreed  between the
Company and the President and Chief Executive Officer.

                  (c) SUBSCRIPTION.  Employee shall be entitled to subscribe for
shares of the  Company's  common stock  pursuant to the terms and subject to the
conditions set forth in the Subscription Agreement attached at EXHIBIT A.

                  (d) STOCK  OPTIONS.  Employee shall be eligible to participate
in any incentive  stock option plan that the Company may adopt for its executive
employees,  subject to the terms of such plan and the  execution and delivery of
such agreements and other documents required by the terms of such plan.

                  (e)  EXECUTIVE  BENEFITS.  In  addition  to  the  remuneration
described in  paragraphs  3(a) through  paragraph  3(d),  above,  and subject to
paragraph  3(i),  below,  the Employee shall  participate in all of the employee
benefit plans and arrangements as may from time to time be made available by the
Company to or for the Company's executive employees.

                  (f) EXPENSE  REIMBURSEMENT.  The Company  shall  reimburse the
Employee  for  reasonable  and  necessary  business  travel  and other  business
expenses  incurred  in  connection  with  the  Employee's  services  under  this
Agreement;  PROVIDED THAT, such expenses are made, verified and submitted to the
Company for  reimbursement  in accordance with Company's  expense  reimbursement
policies.

                                       3
<PAGE>

                  (g)  VACATION.  Employee  shall be  entitled  to fifteen  (15)
business  days of  vacation  annually  to be taken at such  time or times as the
Employee  and the  Company  may  agree,  during  which  time,  all of  Employees
compensation and benefits shall continue..

                  (h)  WITHHOLDING  AND SETOFF.  The Company shall withhold from
Compensation  all  federal,   state  and  local  taxes  or  other   governmental
obligations  which  Company is  compelled  to deduct by law with  respect to the
Employee.  The Company may deduct from Compensation such other amounts which the
Employee may owe the Company in connection with this Agreement or the Employee's
employment; PROVIDED THAT, the Employee has explicitly authorized such deduction
in writing in advance in each instance or has agreed to participate in a benefit
plan requiring a contribution from the Employee.

                  (i) PLANS  GOVERN.  Each and every  benefit  described in this
paragraph 3 shall be subject to the terms and conditions of the applicable plan,
scheme and/or insurance document  (including with respect to waiting periods and
other  limitations)  underlying such benefit,  each of which plan, scheme and/or
insurance document has been made available to the Employee for inspection at the
Company's  principal  offices.  Employee hereby  acknowledges  that prior to the
Effective  Date, the Employee has had access to, and the opportunity to examine,
all such  plans,  schemes  and  documents  and to obtain  answers  to all of the
Employee's  questions with respect thereto.  The  implementation of all benefits
applicable  to the  Employee  during  the Term is subject  to the  policies  and
procedures established and issued by Catcher from time to time.

         4.       TERMINATION OF AGREEMENT.  This Agreement shall terminate only
upon the happening of any of the following termination events:

                  (a) COMPANY'S TERMINATION FOR CAUSE. The Company may terminate
this  Agreement  and the  Employee's  employment  hereunder  solely upon (i) the
Employee's  conviction of a felony relating to the business of the Company, (ii)
a final  determination  by a court of competent  jurisdiction  that Employee has
breached a fiduciary duty to the Company,  its  successors or assigns,  or (iii)
the  Employee's  refusal  to effect a lawful  order of the  President  and Chief
Executive Officer ("Cause").

                  (b)  EMPLOYEE'S  TERMINATION  FOR GOOD  REASON.  Employee  may
terminate  this Agreement and the Employee's  employment  hereunder  immediately
upon notice to the Company for "Good  Reason." For  purposes of this  Agreement,
the term "Good  Reason"  shall  mean (i) the  Company's  material  breach in the
performance  or  non-performance  of any of the Company's  obligations or duties
under this  Agreement,  PROVIDED  THAT,  the Company  has first been  advised in
writing by the Employee of the material breach,  and has been given a reasonable
opportunity  (not to exceed  sixty (60) days) to cure such breach if such breach
is capable of cure,  (ii) the failure of the Company to make any of the payments
set forth in  paragraph  3, above,  or (iii) the  diminution  of the  Employee's
title, reporting relationship or the responsibilities described herein.

                  (c)  EMPLOYEE'S  VOLUNTARY   RESIGNATION.   The  Employee  may
terminate this Agreement without Good Reason.

                  (d) AUTOMATIC  TERMINATION  UPON DEATH.  This Agreement  shall
terminate automatically upon the death of the Employee.

                                       4
<PAGE>

         5.       RIGHTS AND DUTIES UPON TERMINATION.

                  (a)  EXCLUSIVE   RIGHTS.   Subject  to  paragraph  5(b),  upon
termination  of this  Agreement and the  Employee's  employment  hereunder,  the
Company shall have no further obligation or liability to the Employee under this
Agreement or otherwise, EXCEPT THAT

                           (i) if the Employee  terminates  this Agreement other
than for Good Reason or the Company  terminates  this Agreement for Cause or the
Agreement is terminated  pursuant to paragraph 4(c), above, the Employee (or the
Employee's  estate,  as the case may be) shall be entitled  to receive:  (a) all
salary and  monetary  benefits  to which the  Employee  is  entitled  under this
Agreement up to and including the effective  date of such  termination;  and (b)
all other  benefits  to which the  Employee  is  entitled as of the date of such
termination  under any Employee  benefit plan or  arrangement  maintained by the
Company in which the Employee  participates,  which  benefit shall be determined
and paid in accordance with this Agreement and such plans or arrangements; and

                           (ii) if the Employee  terminates  this  Agreement for
Good Reason or the Company  terminates this Agreement other than for Cause,  the
Employee  shall be entitled to receive (a) all salary and  monetary  benefits to
which the  Employee is entitled  under this  Agreement up to and  including  the
effective date of such termination; (b) all other benefits to which the Employee
is entitled as of the date of such  termination  under any Employee benefit plan
or  arrangement  maintained  by the Company in which the Employee  participates,
which benefit shall be determined and paid in accordance with this Agreement and
such plans or  arrangements;  and (c) the greater of (x) Employee's  Base Salary
and any bonus,  options or other  remuneration that the Employee would have been
entitled to under paragraph 3 for a period of six (6) months  following the date
of termination  (and without regard to any requirement  that the Employee remain
employed to receive any such bonus,  options or other  remuneration) and (y) the
Employee's  Base Salary and any bonus,  options or other  remuneration  that the
Employee  would have been  entitled  to for the  remainder  of the Term had this
Agreement not been terminated.

                  (b)  DAMAGE  OFFSET;   DEBTS.  To  the  extent   permitted  by
applicable  law,  all  amounts due or to become due to the  Employee  under this
Agreement shall be subject to offset or deduction for amounts which the Employee
owes to the Company.  The Employee shall immediately repay all outstanding debts
or loans to the  Company or any  affiliated  company  and the  Company is hereby
authorized  to deduct  from any wages or other sums owed to the  Employee by the
Company or such  affiliate the amount of such debts or loans in repayment of all
or any part thereof.

                  (c)  RETURN  OF  PROPERTY.   Upon  the   termination  of  this
Agreement, and the Employee's employment hereunder, the Employee will, or in the
event of the Employee's death the Employee's estate will,  immediately return to
the Company all written confidential and proprietary  information referred to in
paragraph 6(a) as well as all other property loaned or consigned to the Employee
by the Company.

                  (d) EMPLOYEE RESIGNATION.  If applicable,  upon termination of
this Agreement,  the Employee shall immediately resign as an officer and, if the
case may be, director of the Company.

         6.       INTELLECTUAL    PROPERTY,    CONFIDENTIAL    INFORMATION   AND
COMPETITION BY THE EMPLOYEE.

                  (a) INTELLECTUAL  PROPERTY AND CONFIDENTIAL  INFORMATION.  The
terms and  conditions  of the Employee  Intellectual  Property and  Confidential
Information   Agreement,   including  its  Schedules

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<PAGE>

appropriately completed (together, the "IP Agreement"),  are attached as EXHIBIT
B and are hereby incorporated into this Agreement as if written herein verbatim.

                  (b) SPECIAL EMPLOYEE COVENANTS. Because the Employee will have
access  to  and  possesses  Confidential  Information,  as  defined  in  the  IP
Agreement,  including  detailed  customer lists and information  relating to the
operations and business requirements of those customers, the Employee is willing
to enter into the covenants described in this paragraph 6(b) in order to provide
the Company with what the Employee considers to be reasonable  protection of the
Company's  interests.  For the period  from the  Effective  Date to and, if this
Agreement is  terminated  by the Employee  without Good Reason,  until the first
anniversary of the date of Employee's termination from employment,  the Employee
shall not, directly or indirectly:

                           (1) enter into or engage in the manufacture,  sale or
distribution of, or assist in any way any business competitive with the business
of the Company in the manufacture, sale or distribution of, Competitive Products
(as defined  below)  either on the  Employee's  own account,  or as a partner or
joint  venturer,  or as an  employee,  agent,  consultant  or  salesman  for any
individual or other entity,  or as an officer,  director,  or  stockholder  of a
corporation,  or as a lender, or otherwise,  within the United States of America
or within any foreign country in which the Company actually competes or in which
the Company has during the Term adopted plans to compete,  of which Employee had
actual knowledge;  PROVIDED THAT, the ownership,  in the aggregate, of less than
1% of the  outstanding  shares of capital stock of any  corporation  with one or
more classes of its capital  stock listed on a national  securities  exchange or
publicly traded in the over-the-counter market shall not, by itself,  constitute
a violation of this paragraph  6(b)(1).  For purposes of this paragraph 6(b)(1),
the term  "Competitive  Products"  shall mean any and all products  that are the
same as, or which are competitive  with,  products that were under  development,
manufactured  or sold by the  Company  during the  two-year  period  immediately
preceding the termination of the Employee's employment.

                           (2) employ, solicit for employment or cause or assist
any  person or other  entity to employ or  solicit  for  employment,  any of the
present or future employees or agents of the Company,  or (ii) solicit or induce
the  customers of the Company to withdraw,  curtail or cancel its business  with
the Company.

Nothing in this paragraph  6(b) shall be deemed (i) to limit,  or to relieve the
Employee  from,  legal  duties  owed  by  the  Employee  to  the  Company  after
termination of employment,  including  fiduciary duties,  duties of loyalty,  or
other  requirements  of  law  applicable  to the  Employee  as a  result  of the
Employee's employment, directorship, officership or otherwise, or (ii) to limit,
or to relieve the Employee from, the Employee's obligations under this Agreement
or under law relating to Intellectual Property of the Company.

                  (c) COVENANTS SEVERABLE.  The covenants contained in paragraph
6(b) are intended to be separate and severable and enforceable as such.

                  (d) COVENANTS  REASONABLE.  The parties agree and  acknowledge
that the  duration,  scope and  geographic  area of the  covenants  described in
paragraph  6(b) are fair,  reasonable  and  necessary  in order to  protect  the
goodwill  and  other  legitimate   interests  of  the  Company,   that  adequate
consideration  has been provided to the Employee by and under this Agreement for
such  obligations  and that such  obligations  do not prevent the Employee  from
earning a  livelihood.  If,  however,  for any  reason  any  court of  competent
jurisdiction  (the "Court")  determines  that the  provisions of paragraph  6(b)
pertaining to duration,  scope and/or geographic area are too broad or otherwise
unreasonable  (together,  such  provisions  being  hereinafter  referred  to  as
"Restrictions"),  such Restrictions shall be interpreted,  modified or

                                       6
<PAGE>

rewritten to include the maximum Restrictions as are valid and enforceable under
applicable  law. The Court is hereby  requested and authorized by the parties to
revise the  Restrictions  to include  the  maximum  Restrictions  allowed  under
applicable  law and the  Restrictions  as so revised  shall be binding  upon the
Employee.  If the Court determines that the Restrictions  should not be enforced
for want of  consideration,  the Company  may,  at its option,  provide the Base
Salary  to the  Employee  for  the  period  from  the  date  of  the  Employee's
termination  until the first  anniversary  of the  Employee's  termination  from
employment to support the Restrictions.

                  (e) SPECIFIC PERFORMANCE. In the event of breach of any of the
Employee's  obligations under this paragraph 6, the Company shall have the right
to  have  such  obligation   specifically  enforced  by  a  court  of  competent
jurisdiction,  including,  without limitation, the right to entry of restraining
orders and injunctions, whether preliminary, mandatory, temporary, or permanent,
against a violation,  threatened or actual,  and whether or not  continuing,  of
such  obligation,  without the  necessity  of showing any  particular  injury or
damage,  and  without  the  posting  of any  bond or  other  security,  it being
acknowledged  and agreed that any such breach or  threatened  breach would cause
immediate  and  irreparable  injury to the Company and that money  damages alone
would not provide an adequate remedy.  The reasonable  attorneys' fees and court
costs of the prevailing party in any such proceeding shall be borne by the other
party.  A "prevailing  party" shall be deemed to be a party that prevails on all
substantive  issues. In the absence of a prevailing party, each party shall bear
its own costs if the Court has not otherwise ordered.

         7.       EMPLOYEE'S REPRESENTATIONS; MISCELLANEOUS PROVISIONS.

                  (a) REPRESENTATION.  The Employee represents and warrants that
(i) the Employee is not under any duty or  obligation,  including a covenant not
to compete,  that would interfere with the performance of the Employee's  duties
under  this  Agreement  or would be beached  by such  performance,  and (ii) the
performance  of the  Employee's  duties  hereunder  will not  conflict  with any
obligation or undertaking of the Employee, legal, fiduciary or otherwise.  These
representations shall survive the termination of this Agreement.

                  (b)  MISCELLANEOUS.  This is a contract  for  unique  personal
services.  Neither this Agreement nor any right or obligation  arising hereunder
may be  assigned  by the  Employee  without  the prior  written  consent  of the
Company,  and any  purported  assignment  without such consent shall be null and
void.  Otherwise,  this Agreement shall be binding upon and inure to the benefit
of  the  respective  successors  and  permitted  assigns  of the  parties.  This
Agreement  contains the entire agreement between the parties hereto with respect
to  the   subject   matter   hereof  and   supersedes   all  prior   agreements,
representations,  warranties and understandings, either oral or written, between
the parties with respect thereto, except for rights of the parties under benefit
plans, arrangements and schemes between the Company and the Employer in place on
the Effective Date relating to the employment  relationship between the parties.
This Agreement may not be amended or modified except by a writing signed by each
of the parties  hereto and delivered to the other party.  The captions set forth
in this Agreement are for  convenience of reference only and shall not affect in
any way the  meaning  or  interpretation  of this  Agreement.  Whenever  in this
Agreement the words  "include" or "including"  are used, they shall be deemed to
mean  "include,  without  limitation,"  and  "including,   without  limitation,"
respectively.  References  in this  Agreement to  paragraphs  are  references to
paragraphs of this  Agreement  and in all cases shall include all  subparagraphs
under such  paragraphs.  This Agreement has been the subject of negotiation and,
accordingly,  no  presumption  or burden of proof will arise with respect to any
ambiguity  or  question  of  intent   concerning  this  Agreement   favoring  or
disfavoring  any party to this  Agreement  by virtue  of the  authorship  of any
provision of this Agreement. The provisions of this Agreement may be waived only
by a written instrument signed by the party so waiving.  All notices required or
permitted

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<PAGE>

under this Agreement shall be in writing and shall be delivered by hand, sent by
first-class,  certified  mail,  postage and fees  prepaid or sent by  recognized
overnight delivery service, addressed as follows:

         (i) If to  the  Company:   Catcher,  Inc.
                                    1165 Via Vera  Cruz
                                    San  Marcos,  CA 92069

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

         (ii)  If to the  Employee:  To  the  address  set  forth  in the  first
paragraph of this Agreement

unless  and until  notice of  another  or  different  address  shall be given as
provided in this  paragraph 7. Notices shall be effective  upon delivery if hand
delivered or delivered by  recognized  overnight  delivery  service and upon the
third day after mailing if sent by certified mail. In the event any provision of
this Agreement shall finally be determined to be unlawful or unenforceable, such
provision  shall be deemed to be severed  from this  Agreement  and every  other
provision  of this  Agreement  shall  remain  in full  force  and  effect.  This
Agreement  shall be governed by, and construed in accordance  with,  the laws of
the State of California without regard to principles of conflicts of law. Except
as required to enforce  specific  performance  rights  described under paragraph
6(e), the parties hereby irrevocably consent to the personal jurisdiction of the
United States District Court for the Southern District of California, or if such
court lacks subject matter  jurisdiction,  to the exclusive  jurisdiction of the
State  Courts of the State of  California  located in San Diego for all purposes
permitted by this  Agreement.  The parties  hereby  expressly  waive any and all
claims and defenses  either may have in respect to any  proceeding in such court
based on alleged lack of personal  jurisdiction,  improper venue or inconvenient
forum,  or any similar  defense,  to the maximum  extent  permitted  by law. The
obligations  and  representations  of the  parties  that  expressly  survive the
expiration  or  termination  of this  Agreement,  or which,  by their nature are
intended  to  survive  such  expiration  or  termination,  shall so  survive  in
accordance  with their terms or as is required to give effect to such intention,
respectively.

         IN WITNESS WHEREOF, the Parties have signed this Agreement effective as
of the day and year first above written.

CATCHER, INC.                               JOHN SUTTON

By:
    -----------------------------           ----------------------------
Its Authorized Representative               Individually



                                       8
<PAGE>

                                                                       EXHIBIT A
                                                         TO EMPLOYMENT AGREEMENT
                                                           BETWEEN CATCHER, INC.
                                                                 AND JOHN SUTTON


                                  CATCHER, INC.
                        FOUNDER'S SUBSCRIPTION AGREEMENT


THE SHARES OF CATCHER,  INC. HAVE NOT BEEN  REGISTERED,  QUALIFIED,  APPROVED OR
DISAPPROVED  UNDER ANY  FEDERAL  OR STATE  SECURITIES  LAWS,  NOR HAS THE UNITED
STATES  SECURITIES  AND  EXCHANGE  COMMISSION  OR ANY  OTHER  FEDERAL  OR  STATE
REGULATORY  AUTHORITY  PASSED ON OR ENDORSED  THE MERITS OF THE  OFFERING OF THE
SHARES.  ANY  REPRESENTATION TO THE CONTRARY IS UNLAWFUL.  THE SHARES MAY NOT BE
SOLD,  TRANSFERRED,  OR OTHERWISE  DISPOSED OF BY AN INVESTOR  UNLESS THE SHARES
HAVE BEEN  REGISTERED,  OR UNLESS THE PROPOSED SALE,  TRANSFER OR DISPOSITION IS
EXEMPT FROM  REGISTRATION.  THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE
SHARES UNDER ANY SUCH LAWS. ACCORDINGLY,  A PURCHASER OF SHARES MUST BE PREPARED
TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FOR  TEXAS  RESIDENTS.  THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED,  OR THE TEXAS  SECURITIES  ACT, BY REASON OF
SPECIFIC  EXEMPTIONS  THEREUNDER  RELATING  TO THE LIMITED  AVAILABILITY  OF THE
OFFERING.  THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY  REGISTERED UNDER THE SECURITIES ACT
OF 1933,  AS  AMENDED,  OR THE TEXAS  SECURITIES  ACT, IF SUCH  REGISTRATION  IS
REQUIRED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


                                              Dated as of April __, 2005



                                       9
<PAGE>

Gentlemen:

                  The undersigned (the "Subscriber") is executing and delivering
this Agreement in connection with the subscription by the undersigned for shares
of common  stock,  par value  $.001 per  share,  of  Catcher,  Inc.,  a Delaware
corporation (the "Company" or the  "Corporation").  The undersigned  understands
that the Corporation is  contemplating,  among other  transactions and events, a
private  placement of its equity  securities to certain  private  investors (the
"Private  Investment")  followed  immediately  by an  acquisition  of all of the
capital  stock of the  Corporation  by a public  "shell"  corporation  ("Pubco")
pursuant to which the capital  stock of the  Corporation  shall be exchanged for
the capital stock of Pubco so that the  Corporation  shall become a wholly-owned
subsidiary  of Pubco (the "Public  Transaction"  and  together  with the Private
Investment,  the "Transactions").  Further, the undersigned understands that the
Corporation  is relying upon the accuracy and  completeness  of the  information
contained  herein in  complying  with its  obligations  under  federal and state
securities laws and in considering  whether or not to accept the subscription of
the undersigned.

         The  undersigned  hereby  irrevocably  agrees,  represents and warrants
with, to and for the benefit of the Corporation as follows:

         1.       SUBSCRIPTION AND CONDITION SUBSEQUENT.

         (a)  Subject  to the  terms  and  conditions  of  this  Agreement,  the
undersigned  hereby subscribes for 17,325.5 shares of the  Corporation's  common
stock  (the  "Shares")  at a purchase  price of $.001 per share  (the  "Purchase
Price").  The undersigned  tenders herewith a check payable to Catcher,  Inc. in
the full amount of the Purchase Price.

         (b) The parties to the  Transactions  contemplate  that this  Agreement
shall have been executed and delivered prior to the closing of the Transactions.
However,  if the Transactions  are not closed,  and all documents to be executed
and  delivered  pursuant to the terms of the  Transactions  are not executed and
delivered,  the  Corporation  shall  have  the  right  to  repurchase  from  the
Subscriber  and, in that event,  upon written  notice to the  Subscriber and the
tender by the Company of the Purchase  Price to the  Subscriber,  the Subscriber
shall sell immediately sell the Stock to the Company.

         (c) The  undersigned  is delivering  herewith two signed copies of this
Agreement.

         2.       ACCEPTANCE.  The  undersigned  understands and agrees that the
Corporation has full right to accept or reject this subscription, in whole or in
part.  Upon acceptance of a subscription  by the  Corporation,  one copy of this
Agreement,  signed  by the  undersigned  and,  to  indicate  acceptance,  by the
Corporation, shall be returned to the undersigned by the Corporation.

         3.       REPRESENTATIONS AND WARRANTIES.

         (a)  Set  forth  below  is  the  true  and   correct   address  of  the
undersigned's residence or principal place of business. The only jurisdiction in
which an offer to sell Shares was made to the undersigned is the jurisdiction in
which such residence or principal place of business is situated. The undersigned
has no present  intention  of  becoming a resident  of (or moving its  principal
place of business to) any other state or jurisdiction.

         (b)  The  undersigned   understands  that  the  Shares  have  not  been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
or under the laws of any other  jurisdiction,  and

                                       10
<PAGE>

that the  Corporation  does not  contemplate  and is under no  obligation  so to
register the Shares. The undersigned understands and agrees that the Shares must
be  held  indefinitely  unless  they  are  subsequently   registered  under  the
Securities Act and, where  required,  under the laws of other  jurisdictions  or
unless an exemption from registration is available.  The undersigned  recognizes
that  there  will be no  established  trading  market  for the  Shares and it is
extremely unlikely that any public market for the Shares will develop.

         (c) The Shares for which the  undersigned  hereby  subscribes  is being
acquired  solely for the  undersigned's  own account for  investment and are not
being purchased with a view to or for resale, distribution or other disposition,
and  the   undersigned  has  no  present  plans  to  enter  into  any  contract,
undertaking, agreement or arrangement for any such resale, distribution or other
disposition, except simultaneously to Pubco in the Public Transaction.

         (d) The  undersigned  understands,  acknowledges,  agrees  and is aware
that:

                  (i) no federal or state  agency has passed  upon the Shares or
         made  any  finding  or   determination  as  to  the  fairness  of  this
         investment;

                  (ii) the Shares are  speculative  investments  which involve a
         high degree of risk, including the risk that the undersigned might lose
         its entire investment in the Corporation; and

                  (iii) any federal  income tax benefits  which may be available
         to the undersigned may be lost through adoption of new laws, amendments
         to existing laws or regulations,  or changes in the  interpretation  of
         existing laws and regulations;

         (e) In connection with the undersigned's investment in the Corporation,
the  undersigned  has obtained the advice of the  undersigned's  own  investment
advisors, counsel and accountants ("advisors").

         (f) The undersigned and the undersigned's  advisors have been furnished
all  materials  relating to the  Corporation  and the offering of Shares and the
Public  Transaction (the "Offering") which the undersigned and the undersigned's
advisors have  requested,  including  without  limitation any private  placement
memorandum  furnished to the private investors in the Private  Transaction.  The
undersigned and the undersigned's advisors have been afforded the opportunity to
ask  questions of the  Corporation  concerning  the terms and  conditions of the
Offering and to obtain any additional information.

         (g) The Corporation has answered all inquiries that the undersigned and
the  undersigned's  advisors have made  concerning the  Corporation or any other
matters relating to the creation and operations of the Corporation and the terms
and conditions of the Offering.

         (h) At no time was the  undersigned  presented with or solicited by any
leaflet,  public promotional  meeting,  newspaper or magazine article,  radio or
television  advertisement  or any other form of general  advertising  or general
solicitation.

         (i) The undersigned has the financial ability to bear the economic risk
of the  undersigned's  investment in the  Corporation and has adequate net worth
and means of providing for the undersigned's  current needs and contingencies to
sustain a  complete  loss of the  undersigned's  investment  and has no need for
liquidity in the undersigned's investment in the Corporation.

         (j) The Subscriber  hereby  represents that the  Subscriber,  either by
reason of the Subscriber's  business or financial  experience or the business or
financial   experience  of  theSubscriber's   professional

                                       11
<PAGE>

advisors (who are  unaffiliated  with and not  compensated by the Company or any
affiliate or selling  agent of the  Company,  directly or  indirectly),  has the
capacity  to protect the  Subscriber's  own  interests  in  connection  with the
transaction contemplated hereby.

         (k) The  Subscriber  represents  that the  Subscriber is an "accredited
investor" as such term is defined in Rule 501 of Regulation D  ("Regulation  D")
promulgated under the Securities Act, as indicated by the Subscriber's responses
to the questions contained in Section 11 hereof, and that the Subscriber is able
to bear the economic risk of an investment in the Shares.

         (l) The  Subscriber  represents  that (i) the  Subscriber was contacted
regarding  the sale of the  Shares by the  Company  (or an  authorized  agent or
representative  thereof)  with  whom  the  Subscriber  had a  prior  substantial
pre-existing  relationship  and (ii) no Stock was offered or sold to it by means
of any form of general  solicitation or general  advertising,  and in connection
therewith,  the  Subscriber  did not (A)  receive or review  any  advertisement,
article,  notice or other communication  published in a newspaper or magazine or
similar media or broadcast over television or radio,  whether closed circuit, or
generally  available;  or (B) attend any seminar  meeting or  industry  investor
conference  whose attendees were invited by any general  solicitation or general
advertising.

         (m) The Subscriber  hereby  acknowledges that the Offering has not been
reviewed by the United States Securities and Exchange Commission (the "SEC") nor
any state regulatory  authority since the Offering is intended to be exempt from
the  registration  requirements  of Section 5 of the  Securities Act pursuant to
Regulation D promulgated thereunder.  The Subscriber understands that the Shares
have not been registered  under the Securities Act or under any state securities
or "blue sky" laws and agrees not to sell, pledge,  assign or otherwise transfer
or dispose of the Shares unless they are registered under the Securities Act and
under any applicable  state securities or "blue sky" laws or unless an exemption
from such registration is available.

         (n) The Subscriber  understands  that there is no public market for the
Shares and that no market may develop  for any of such  Shares.  The  Subscriber
understands  that even if a public  market  develops for such  Shares,  Rule 144
("Rule 144") promulgated  under the Securities Act requires for  non-affiliates,
among  other  conditions,  a  one-year  holding  period  prior to the resale (in
limited amounts) of securities  acquired in a non-public offering without having
to  satisfy  the  registration   requirements  under  the  Securities  Act.  The
Subscriber  understands  and hereby  acknowledges  that the  Company is under no
obligation to register any of the Shares under the  Securities  Act or any state
securities or "blue sky" laws.

         (o)  The  Subscriber  consents  to the  placement  of a  legend  on any
certificate  or other  document  evidencing the Shares that such Shares have not
been registered  under the Securities Act or any state  securities or "blue sky"
laws and setting forth or referring to the restrictions on  transferability  and
sale  thereof  contained in this  Agreement.  The  Subscriber  is aware that the
Company  will make a notation in its  appropriate  records  with  respect to the
restrictions on the  transferability  of such Shares. The legend to be placed on
each certificate shall be in form substantially similar to the following:

           "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")



                                       12
<PAGE>

             OR ANY STATE SECURITIES OR "BLUE SKY LAWS," AND MAY NOT
               BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
           HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER
           SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH
         ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,
          REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
                       SUCH REGISTRATION IS NOT REQUIRED."

         (p) The  Subscriber  represents  that the Subscriber has full power and
 authority  (corporate,  statutory  and  otherwise)  to execute and deliver this
 Agreement and to purchase the Shares.  This  Agreement  constitutes  the legal,
 valid  and  binding  obligation  of the  Subscriber,  enforceable  against  the
 Subscriber in accordance with its terms.

         (q) If the Subscriber is a corporation,  partnership, limited liability
 company,  trust, employee benefit plan,  individual  retirement account,  Keogh
 Plan, or other tax-exempt  entity,  it is authorized and qualified to invest in
 the Company and the person  signing this Agreement on behalf of such entity has
 been duly authorized by such entity to do so.

         (r) The  Subscriber  acknowledges  that at such time,  if ever,  as the
 Shares are  registered  under the  Securities  Act, sales of the Shares will be
 subject to state securities laws.

         4.       COVENANT TO UPDATE INFORMATION.  The undersigned  covenants to
advise the  Corporation  by telephone and in writing if any  representation  and
warranty contained herein becomes untrue.

         5.       AGREEMENT WITH RESPECT TO RESALE.  The undersigned agrees that
no Shares will be resold  without  registration  under the 1933 Act, and,  where
required, under the laws of other jurisdictions, or availability of an exemption
therefrom.

         6.       REQUIRED  SALE. In  connection  with the  consummation  of the
Transactions,   Subscriber  shall  be  obligated  (which   obligation  shall  be
enforceable by the  Corporation) to vote the Shares (to the extent  necessary or
required)  in favor of the  Transactions,  execute and deliver a Stock  Exchange
Agreement (which such Stock Exchange  Agreement is accompanied by a Registration
Rights  Agreement)  for the purchase of the Shares from  Subscriber  by Pubco in
exchange for capital  stock of Pubco in form and substance  satisfactory  to the
Corporation,  and  otherwise  to take  all  necessary  action  and  deliver  all
necessary  documents  to  cause  the  Corporation  and the  stockholders  of the
Corporation to consummate the Transactions.

         7.       INDEMNIFICATION.   The  undersigned   acknowledges   that  the
undersigned   understands   the   meaning   and   legal   consequences   of  the
representations  and  warranties  contained  in this  Agreement  and  agrees  to
indemnify  and hold  harmless the  Corporation  and its  affiliates,  employees,
officers and agents and each other Subscriber from and against any and all loss,
damage, liability or expense, including,  without limitation, legal fees, due to
or arising out of a breach of any  representation or warranty of the undersigned
contained in any document  furnished by the  undersigned in connection  with the
offering and sale of the Shares,  or failure by the  undersigned  to comply with
any  covenant or agreement by the  undersigned  herein or in any other  document
furnished by the  undersigned  to any of the foregoing in  connection  with this
transaction.


                                       13
<PAGE>

         8.       ASSIGNMENT.  This Agreement may not be assigned or transferred
by  either  party  without  the  consent  of the other  party and any  purported
assignment or transfer without such consent shall be null and void.

         9.       AMENDMENT  AND  WAIVER.  This  Agreement  may  be  amended  or
modified only by an instrument signed by the undersigned and the Corporation.  A
waiver of any  provision of this  Agreement  must be in writing,  designated  as
such, and signed by the party against whom enforcement of that waiver is sought.
The waiver by a party of a breach of any provision of this  Agreement  shall not
operate or be construed as a waiver of any subsequent or other breach thereof.

         10.      BINDING  EFFECT.  Except as otherwise  provided  herein,  this
Agreement  shall be binding upon and inure to the benefit of the undersigned and
the  Corporation  and  their   respective   heirs,   executors   administrators,
successors, legal representatives and assigns. If the undersigned shall be joint
and several,  then the  representations and warranties herein contained shall be
deemed to be made by and be  binding  upon each such  person  and such  person's
heirs, executors,  administrators,  legatees, devisees, permitted assigns, legal
representatives and successors.

         11.      INVESTOR QUESTIONNAIRE

         11.1.    The  Subscriber  represents  and  warrants  that he, she or it
comes within one category marked below,  and that for any category  marked,  he,
she or it has  truthfully  set forth,  where  applicable,  the factual  basis or
reason the Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO
THIS SECTION  WILL BE KEPT  STRICTLY  CONFIDENTIAL.  The  undersigned  agrees to
furnish any additional information which the Company deems necessary in order to
verify the answers set forth below.

Category A __     The   undersigned   is  an  individual   (not  a  partnership,
                  corporation,  etc.) whose  individual net worth,  or joint net
                  worth with his or her spouse, presently exceeds $1,000,000.

                  Explanation:  In calculating  net worth you may include equity
                  in personal property and real estate, including your principal
                  residence, cash, short-term investments, stock and securities.
                  Equity in personal property and real estate should be based on
                  the fair market  value of such  property  less debt secured by
                  such property.

Category B __     The   undersigned   is  an  individual   (not  a  partnership,
                  corporation,  etc.) who had an income in excess of $200,000 in
                  each of the two most recent years, or joint income with his or
                  her spouse in excess of  $300,000  in each of those  years (in
                  each case including foreign income, tax exempt income and full
                  amount of capital gains and losses but excluding any income of
                  other family members and any unrealized capital  appreciation)
                  and has a reasonable  expectation  of reaching the same income
                  level in the current year.

Category C __     The  undersigned  is a director  or  executive  officer of the
                  Company which is issuing and selling the Shares.

Category D __     The  undersigned  is a bank;  a savings and loan  association;
                  insurance registered  investment company;  registered business
                  development  company;  led small business  investment

                                       14
<PAGE>

                  company  ("SBIC");  or  employee  benefit  plan the meaning of
                  Title 1 of ERISA and (a) the investment  decision is made by a
                  plan  fiduciary  which  is  either  a bank,  savings  and loan
                  association,   insurance  company  or  registered   investment
                  advisor,  or (b) the  plan  has  total  assets  in  excess  of
                  $5,000,000  or (c) is a self  directed  plan  with  investment
                  decisions  to be made  solely by persons  that are  accredited
                  investors, describe (entity)

Category E __     The undersigned is a private business  development  company as
                  defined in section  202(a)(22) of the Investment  Advisors Act
                  of 1940. (describe entity)

Category F __     The   undersigned  is  either  a   corporation,   partnership,
                  Massachusetts  business  trust,  or  non-profit   organization
                  within  the  meaning  of  Section  501(c)(3)  of the  Internal
                  Revenue Code, in each case not formed for the specific purpose
                  of acquiring  the Common Stock and with total assets in excess
                  of $5,000,000. (describe entity)

Category G__      The  undersigned  is a trust  with  total  assets in excess of
                  $5,000,000,  not formed for the specific  purpose of acquiring
                  the   Securities,   where  the   purchase  is  directed  by  a
                  "sophisticated    investor"    as   defined   in    Regulation
                  506(b)(2)(ii) under the Act.

Category H__      The undersigned is an entity (other than a trust) in which all
                  of the equity owners are "accredited  investors" within one or
                  more of the above  categories.  If relying upon this  Category
                  alone, each equity owner must complete a separate copy of this
                  Agreement. (describe entity)

Category I __     The undersigned is not within any of the categories  above and
                  is therefore not an accredited investor.

                  The undersigned  agrees that the  undersigned  will notify the
                  Company in the event that the  representations  and warranties
                  in  this  Agreement  shall  cease  to be  true,  accurate  and
                  complete.

         11.2.    SUITABILITY (please answer each question)

(a)      For an individual Subscriber,  please describe your current employment,
         including  the  company  by which you are  employed  and its  principal
         business:

(b)      For an individual  Subscriber,  please describe any college or graduate
         degrees held by you:

(c)      For all Subscribers, please list types of prior investments:

(d)      For all  Subscribers,  please state  whether you have  participated  in
         other PRIVATE PLACEMENTS before:

                               YES                        NO


(e)      If your  answer  to  question  (d)  above was  "YES",  please  indicate
         frequency of such prior participation in PRIVATE PLACEMENTS of:

                                       15
<PAGE>

                      Public       Private       Public or Private VoIP or other
                      Companies    Companies     Communications Companies
                      ---------------------------------------------------
   Frequently
   Occasionally
   Never

(f)      For individual Subscribers,  do you expect your current level of income
         to significantly decrease in the foreseeable future:

                               YES                         NO

(g)      For trust, corporate,  partnership and other institutional Subscribers,
         do you  expect  your  total  assets to  significantly  decrease  in the
         foreseeable future:

                               YES                         NO

(h)      For all  Subscribers,  do you have any other  investments or contingent
         liabilities  which you  reasonably  anticipate  could cause you to need
         sudden cash requirements in excess of cash readily available to you:

                               YES                         NO

(i)      For all  Subscribers,  are you  familiar  with the risk aspects and the
         non-liquidity  of investments such as the securities for which you seek
         to subscribe?

                               YES                         NO

(j)      For all  Subscribers,  do you understand  that there is no guarantee of
         financial return on this investment and that you run the risk of losing
         your entire investment?

                               YES                         NO

         11.3.    MANNER IN WHICH TITLE IS TO BE HELD, (circle one)

                  (a) Individual Ownership

                  (b) Community Property


                  (c) Joint Tenant with Right of Survivorship (both parties must
                      sign)

                  (d) Partnership*

                  (e) Tenants in Common

                  (f) Company*

                  (g) Trust*

                  (h) Other*

                  *If  Securities  are being  subscribed  for by an entity,  the
                  attached Certificate of Signatory must also be completed.

                                       16
<PAGE>

         11.4.    NASD AFFILIATION.

Are you affiliated or associated with an NASD member firm (please check one):

                               YES                         NO

If Yes, please describe:

*If Subscriber is a Registered Representative with an NASD member firm, have the
following acknowledgment signed by the appropriate party:

The undersigned NASD member firm acknowledges  receipt of the notice required by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

Name of NASD Member Firm


By:
    ---------------------------------------
Authorized Officer

Date:
      -------------------------------------

         11.4     The undersigned is informed of the significance to the Company
of the  foregoing  representations  and answers  contained  in the  Confidential
Investor  Questionnaire  contained in this Section 11 and such answers have been
provided under the assumption that the Company will rely on them.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       17
<PAGE>

         IN WITNESS  WHEREOF,  the  undersigned  has executed this  Subscription
Agreement as of the __ day of April 2005.


    JOHN SUTTON
-----------------------------------
Print Name of Individual


-----------------------------------
Signature of Individual

Legal Residence of Individual:




-----------------------------------
Number and Street


-----------------------------------
City, State, Zip Code


-----------------------------------
Social Security Number


Accepted By:

CATCHER, INC.



By:
    ---------------------------------------

Title:
      -------------------------------------


                                       18
<PAGE>

                                                                       EXHIBIT B
                                                         TO EMPLOYMENT AGREEMENT
                                                           BETWEEN CATCHER, INC.
                                                                 AND JOHN SUTTON

                         EMPLOYEE AGREEMENT RELATING TO

                    INTELLECTUAL PROPERTY AND CONFIDENTIALITY

                  THIS AGREEMENT is between  Catcher,  Inc.  ("Catcher") and the
person named in the signature block at the end of this Agreement (referred to in
this Agreement as "you" or "your").

                  In consideration of your employment by Catcher,  or if you are
an  employee  of Catcher  at the time you sign this  Agreement,  your  continued
employment,  and your regular compensation for as long as you remain an employee
of Catcher, you acknowledge, represent and agree to the following:

                  I. CATCHER'S CONFIDENTIAL INFORMATION.

                           1.1.     You  acknowledge  that as  a  result of your
employment by Catcher,  you will gain access to and  knowledge of  confidential,
proprietary  and/or trade secret  information  of Catcher  regarding  financial,
planning,  manufacturing and customer matters,  technological data, methods, and
processes, as well as other proprietary and confidential information,  both oral
and  written  (collectively  referred  to in  this  Agreement  as  "Confidential
Information").  You further acknowledge that all Confidential Information is the
exclusive  property of Catcher and that disclosure of  Confidential  Information
would  cause  Catcher  to suffer  serious  competitive  disadvantage  as well as
immediate and irreparable injury and damages.  Accordingly, you will not, either
during  your  employment  by  Catcher,  or at any time  thereafter,  use for any
purpose  (other  than for the  benefit of Catcher  during  your  employment)  or
disclose  to any  person,  firm or entity any  Confidential  Information  unless
required by law in which case the Employee shall give prompt notice to Catcher.

                           1.2.     Without  limiting  the  generality  of   the
foregoing,  you will not download or copy any Confidential  Information into any
computer  or media not owned by Catcher  and  permanently  located on  Catcher's
premises unless authorized by Catcher to do so in writing.

                           1.3.     Confidential  Information  does not  include
any information that is or becomes generally available to the public, other than
as a result of disclosure by or through you inadvertently or on purpose.

                           1.4.     You shall  not  without  the  prior  written
consent of the President and Chief Executive  Officer of Catcher either directly
or  indirectly  publish any opinion,  fact or material or deliver any lecture or
address or participate in the making of any film,  radio broadcast or television
transmission or communicate  with any  representative  of the media or any third
party  relating to the business or affairs of Catcher or to any of its officers,
employees, customers/clients, suppliers, distributors, agents or shareholders or
to the  development  or  exploitation  of the  Company's  Intellectual  Property
(defined  below).  For the  purpose of this  paragraph,  "media"  shall  include
television  (terrestrial,  satellite  and  cable)  radio,  newspapers  and other
journalistic publications.

                                       19
<PAGE>

                  II. INVENTIONS AND OTHER INTELLECTUAL  PROPERTY. The following
paragraphs  2.1 through 2.5 shall apply to works of  authorship  (which shall be
deemed to be "works for hire"), copyrightable material, inventions, improvements
and discoveries  (whether patentable or not),  trademarks,  trade dress or other
intellectual  property that has been or will be made,  conceived or generated by
you  during  your  employment  by  Catcher,  whether or not made,  conceived  or
generated  within the course of your  employment  or wholly or partially on your
own time,  relating in any way to the business of Catcher, or resulting directly
or  indirectly  from your  employment  by Catcher  (collectively  referred to as
"Intellectual  Property").  In no event shall Intellectual  Property include any
intellectual  property  that you develop  entirely  within your own time WITHOUT
using  Catcher's  equipment,  supplies,  facilities or trade secret  information
unless such  intellectual  property either (1) relates at the time of conception
or  reduction  to  practice to  Catcher's  business  or to  Catcher's  actual or
demonstrable research or development,  or (2) results from any work performed by
you for Catcher.  Catcher  shall have the right to require  disclosure by you in
confidence of all  Intellectual  Property  made,  conceived or generated by you,
solely or jointly with others,  during your employment by Catcher,  to determine
whether or not such  intellectual  property is Intellectual  Property covered by
this Agreement.

                           2.1.     OWNERSHIP OF INTELLECTUAL PROPERTY.

                                    2.1.1. All Intellectual Property (including,
without  limitation,  works of authorship to which the "works for hire" doctrine
is found inapplicable) and all rights therein,  will be and are hereby deemed to
be,  assigned and  transferred by this Agreement to Catcher,  its successors and
assigns  (including any third party assignee of Catcher pursuant to the terms of
a license). Catcher, its successors and assigns will have the exclusive right to
obtain copyright,  patent and/or trademark  registrations or other protection of
the  Intellectual  Property  (including,  without  limitation,  maintaining such
Intellectual  Property as trade  secrets) in Catcher's own name, or in the names
of Catcher's  successors or assigns,  as inventor,  author and/or owner,  and to
secure any renewals and extensions of such protection,  throughout the world. If
Catcher  chooses to maintain any part or all of the  Intellectual  Property as a
trade  secret,   Catcher  shall  so  inform  you  and  you  will  maintain  such
Intellectual  Property as Confidential  Information in accordance with paragraph
1, above.

                                    2.1.2.   You  hereby  acknowledge  that  you
retain no rights  whatsoever with respect to Intellectual  Property,  including,
without limitation,  any rights to reproduce such Intellectual  Property,  or to
make, have made, use and/or sell products based upon Intellectual  Property,  or
otherwise  to prepare  derivatives  thereof,  or to file  patent,  copyright  or
trademark  applications  with respect  thereto,  or to distribute  copies of any
Intellectual  Property in any manner whatsoever,  or to exhibit,  use or display
any such Intellectual Property publicly or otherwise, or to license or assign to
any third party the right to do any of the foregoing.

                           2.2.     FILINGS   AND  OTHER   ASSISTANCE.   Without
further remuneration (except for out-of-pocket  expenses),  you will execute and
deliver any document and give any  assistance as may be reasonably  requested by
Catcher to effect the ownership  rights  provided in this Agreement or otherwise
to further the purposes of this paragraph 2.

                           2.3.     PROTECTING  CATCHER  INTELLECTUAL  PROPERTY.
You will follow the policies and  procedures of Catcher issued from time to time
with respect to Catcher's Intellectual Property.

                           2.4.     RETURN   OF    CATCHER    DOCUMENTS.    Upon
termination of your  employment  with Catcher  (whether with or without cause or
reason)  you will  immediately  return to  Catcher  all  copies  of all  written
Confidential  Information  and  all  documents  relating  to  or  embodying  any
Intellectual Property, in your possession or control.

                                       20
<PAGE>

                           2.5.     YOUR INTELLECTUAL  PROPERTY. You acknowledge
that you have made no inventions,  improvements or  discoveries,  whether or not
patentable,  and have generated no other intellectual property prior to the date
of your employment, except:

                                    2.5.1.  None _____ [Employee's Initials];
                                    (IF  NONE,   INITIAL  ABOVE  AND  CROSS  OUT
SUBPARAGRAPH 2.5.2, BELOW);

                                    2.5.2.  the  inventions,   improvements  and
discoveries or other  intellectual  property  listed on the attached  Schedule 1
signed by you and by an officer of Catcher,  a copy of which has been  delivered
to you together with this Agreement.

                  III.  SPECIFIC RELIEF. In the event of breach by you of any of
your obligations  under paragraphs 1, 2 or 4.3 of this Agreement,  Catcher shall
have the  right to have  such  obligation  specifically  enforced  by a court of
competent  jurisdiction,  including,  without limitation,  the right to entry of
restraining orders and injunctions, whether preliminary, mandatory, temporary or
permanent,  against  the  violation,  threatened  or actual,  and whether or not
continuing, of such obligation,  without the necessity of showing any particular
injury or damage,  and  without the  posting of any bond or other  security,  it
being  acknowledged  and agreed that any such breach or threatened  breach would
cause immediate and  irreparable  injury to Catcher and that money damages alone
would not provide an adequate remedy.  In the event that Catcher commences legal
action or seeks legal advice to enforce your  obligations  under paragraphs 1, 2
or 4.3 of this  Agreement,  and is the prevailing  party  therein,  you shall be
responsible for all costs related to such action or advice,  including,  without
limitation, reasonable attorneys' fees.

                  IV. POST-EMPLOYMENT MATTERS.

                           4.1.     All of your obligations under this Agreement
that  either  expressly  or by their  nature  survive  the  termination  of your
employment  by Catcher  in order for such  obligations  to have  their  intended
effect, shall survive such termination.

                           4.2.     Upon   termination  of  your  employment  by
Catcher, you agree to participate in an "exit" interview with representatives of
Catcher on Catcher's premises to discuss Intellectual  Property matters and your
continuing obligations under this Agreement; and

                           4.3.     After   termination   of   employment,   the
Employee shall not at any time  thereafter make any untrue or misleading oral or
written  statement  concerning  the  business  and affairs of the Company or any
affiliated  company nor  represent  himself or permit  himself to be held out as
being in any way connected  with or interested in the business of the Company or
any affiliated company (except as a former employee for the purpose of complying
with any applicable statutory requirements).

                   V. NO OTHER AGREEMENT. You acknowledge and represent that you
are under no  obligation to any other  person,  firm or entity which  obligation
would preclude, conflict with or be an impediment to your obligations under this
Agreement.

                  VI. MISCELLANEOUS  PROVISIONS.  Neither this Agreement nor any
right or obligation  arising  hereunder may be assigned by you without the prior
written consent of Catcher,  and any purported  assignment  without such consent
shall be null and void.  This  Agreement  shall be binding upon and inure to the
benefit of the respective  successors and permitted assigns of the parties. This
Agreement  contains the entire agreement between the parties hereto with respect
to  the   subject   matter   hereof  and   supersedes   all  prior   agreements,
representations,  warranties and understandings, either oral or written, between
the

                                       21
<PAGE>

parties  with respect  thereto.  This  Agreement  may not be amended or modified
except by a writing signed by each of the parties hereto. The captions set forth
in this Agreement are for  convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.  The provisions of this
Agreement  may be waived only by a written  instrument  executed by the party so
waiving.  In the  event  any  provision  of  this  Agreement  shall  finally  be
determined to be unlawful or unenforceable, such provision shall be deemed to be
severed from this Agreement and every other  provision of this  Agreement  shall
remain in full  force and  effect.  This  Agreement  shall be  governed  by, and
construed in accordance with, the laws of the State of California without regard
to principles of conflicts of law. The parties hereby irrevocably consent to the
personal  jurisdiction  of the United  States  District  Court for the  Southern
District of California,  or if such court lacks subject matter jurisdiction,  to
the  exclusive  jurisdiction  of the State  Courts  of the  State of  California
located in San Diego for all purposes  permitted by this Agreement.  The parties
hereby  expressly  waive any and all  claims  and  defenses  either  may have in
respect to any  proceeding  in such  court  based on  alleged  lack of  personal
jurisdiction,  improper venue or inconvenient  forum, or any similar defense, to
the maximum extent permitted by law.

CATCHER, INC. (Employer)                         JOHN SUTTON (Employee)

 By:
    --------------------------------             -------------------------------
     Its Authorized Representative                Signature

Date:                                            Date:
     -------------------------------                  --------------------------





                                       22
<PAGE>

                                   SCHEDULE 1

The  following is a list and  non-confidential  description  of all  inventions,
improvements,  discoveries and other intellectual  property made or owned by the
below-signed Employee prior to employment with Catcher, Inc.:(1)

1.  Portable  Handheld  Security  Device  described in U.S.  patent  application
10/885,515 which application and the associated  Intellectual  Property is being
assigned to Catcher, Inc. as part of the Transactions

2.


3.


4.


5.


6.


7.


8.


9.



            (Use as many additional Schedule 1 sheets as necessary.)

          Catcher, Inc.                         Employee

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

          Date:                                 Signature:
               --------------------------                 ----------------------



---------------
(1) Please ask your  supervisor to obtain help for you if you need assistance in
    completing this Exhibit.