CONFIDENTIAL TREATMENT REQUESTED

                                                                    EXHIBIT 10.1

                                                                           FINAL
                             MANUFACTURING AGREEMENT


This Manufacturing Agreement ("Agreement"), is entered into as of November 22nd,
2005   ("Effective   Date")  between  KEY  TRONIC   CORPORATION,   a  Washington
corporation,  having its principal  place of business at N.4424  Sullivan  Road,
Spokane, Washington 99216 ("Supplier") and CATCHER, INC., a Delaware corporation
having its principal place of business at 39526 Charlestown Pike,  Hamilton,  VA
20158 ("Buyer").

1.       SCOPE OF AGREEMENT
         Supplier  shall  sell and  Buyer  shall  purchase  under  the terms and
         conditions  of this  Agreement  the  Products  listed on Exhibit A. For
         purposes of this Agreement,  Product shall mean and be limited to those
         products  manufactured for Buyer by Supplier as listed on Exhibit A and
         any  mutually  agreed  upon  modifications  thereto.  Unless  otherwise
         specifically  agreed to in writing,  this  Agreement  prevails over any
         additional,  conflicting or inconsistent terms and conditions appearing
         on any quotation,  purchase  order,  acknowledgement,  invoice or other
         form used by the parties in connection with this Agreement.

         Supplier  and  Buyer may from  time to time add  Products  to or delete
         Products  from this  Agreement.  Such  additions or deletions  shall be
         accomplished  by  written   addendum  to  this  Agreement.   Terms  and
         conditions  that may be specific  to  additional  Products  will be set
         forth in said addendum.

2.       ORDERS AND FORECAST
         Buyer shall  provide  Supplier once every month with a 12 month rolling
         forecast  of Buyer's  requirements  for  Products.  Buyer will  provide
         Supplier  with a purchase  order  (Purchase  Order) for  Products to be
         manufactured  by  Supplier.  The  forecasts  shall  not be  treated  as
         authorization to manufacture Products.  However, Supplier is authorized
         to rely on forecasts  for  production  planning  purposes.  Buyer shall
         submit  Purchase  Orders to Supplier for all parts and  materials to be
         purchased by Supplier and  incorporated  into  Products,  including the
         parts and  materials set forth on Exhibit C. If any parts and materials
         purchased by Supplier pursuant to this paragraph 2, including parts and
         materials set forth on Exhibit C, remain in Supplier's  inventory for a
         period in excess of thirty (30) days, then Supplier shall,  immediately
         invoice Buyer for such parts and materials and payment shall be due ***
         days  following the date of invoice.  The parties will review Exhibit C
         once per  month  during  the  first  three  months  of the term of this
         Agreement  and once  every  three  months  thereafter  and shall  amend
         Exhibit  C to add or delete  parts and  materials  to  reflect  current
         usage.  Buyer will provide  Supplier with a Purchase Order for Products
         to be  manufactured  by Supplier during the twelve (12) weeks following
         receipt of the Purchase Order for parts and materials.

         Supplier and Buyer  acknowledge  that Supplier will incur non recurring
         engineering ("NRE") costs in the amount of Fifty Eight Thousand Dollars
         ($58,000).

         Buyer shall submit  Purchase Orders to Supplier for all required custom
         capital equipment,  tooling, NRE and other associated charges. All such
         orders  will  require  that  Buyer pay cash in  advance  prior to order
         acceptance or entry by Supplier.

         Supplier will respond within  forty-eight (48) hours of receipt of each
         purchase order as to its ability to fulfill  requirements  as set forth
         in the purchase order provided.  This response shall include a schedule
         of anticipated  deliveries against the purchase order.  Purchase Orders
         which are not  accepted  within the two (2) day period  shall be deemed
         rejected.

3.       LEAD TIMES
         So long as Buyer  performs its  obligations  set out in Section 2 above
         Supplier agrees that the manufacturing lead times for Products shall be
         ***  weeks.  "Lead  Time"  means  that  length of time FROM the date of
         Supplier's  receipt of Buyer's  written  purchase  order TO the date of
         Supplier's  tender of the Products set forth in such accepted  order to
         Buyer's carrier at Supplier's dock plus time for material  acquisition.
         Forecast and purchase order  flexibility terms are set forth on Exhibit
         F.

4.       DELIVERY CHANGES
         a.   Buyer may,  without  penalty, change the mix of Products requested
         within  any  forecast  period  provided  however  that,  in the case of
         Products  for which  purchase  orders have been  accepted  the Products
         incorporate only common components.  Supplier will use its best efforts
         to  accommodate   all  such  requests   within  material  and  capacity
         constraints.

         b.   If a  purchase  order  has not yet  been submitted for a  forecast
         Product  Buyer  may,  subject  to the  terms of  Section  3,  delay any
         forecast  Product  delivery  beyond the  scheduled  delivery  by giving
         Supplier at least *** weeks notice.

                                       1

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.



<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED

         c.   Buyer  may  adjust  the total  units of  Products  forecasted  for
         manufacture  (but for which no  purchase  order has been  received  and
         accepted  by  Supplier)  up or down in  accordance  with  the  terms of
         Section 3. Such  adjustments may be made no more than once every thirty
         (30) days.

5.       DELIVERY, TITLE AND RISK OF LOSS
         Delivery will be FOB Supplier's dock located in El Paso, Texas. Risk of
         loss and title to Products will pass to Buyer upon delivery to Buyer or
         Buyer's designated carrier at Supplier's dock.

         Supplier will maintain an on time delivery performance of *** to agreed
         upon delivery date. For purposes of this Agreement, on time delivery is
         defined as *** days  early/*** day late to agreed upon delivery date at
         Supplier's dock.

6.       PRICES AND PAYMENT/COST REDUCTION
         Prices for Products shall be as set forth on Exhibit B. Buyer shall pay
         *** for all Products ordered and all parts and materials  ordered prior
         to order  entry or  provide  Supplier  with an *** in the amount of the
         purchase  price,  in the form  attached  hereto as  Exhibit G with such
         other  terms and  conditions  as Supplier  may  require  prior to order
         entry.


         With respect to payments due from Buyer to Supplier hereunder,  if full
         payment is not made by Buyer by the due date then Buyer shall be liable
         to Supplier  for the lesser of interest at the rate of 1 1/2% per month
         or the maximum  interest  allowed by law on all unpaid  invoices.  Such
         interest  shall be computed on the unpaid  balance for each day payment
         is not received after the date on which payment was originally due.

         Payment terms to Buyer are subject to Supplier's credit policy.

         Supplier's rights reserved under its credit policy include, but are not
         limited to the  following:  the right to modify  payments  for habitual
         late payment,  including the right to require cash on delivery, cash in
         advance  with order entry or an  irrevocable  letter of credit prior to
         order  entry;  the  right to put any  shipment  on hold if  outstanding
         receivables are more than *** days past due; and the right to hold both
         shipments and/or  manufacturing if in Supplier's opinion there has been
         a serious  decline in the  financial  condition of Buyer,  or Buyer has
         failed  to make any  payment  for more  than *** days  from the date of
         Supplier's invoice.  Production  schedules may be set back *** weeks or
         more at Supplier's  option,  depending upon shop work load at the time,
         from the date of  release  following  a  manufacturing  hold on Buyer's
         Products.  At any time and from  time to time  during  the term of this
         Agreement upon Supplier's  request,  Buyer shall provide  Supplier with
         Buyer's financial statements. Supplier shall notify Buyer in writing in
         the event  Supplier,  at any time  during  the term  hereof,  elects to
         exercise any of its aforesaid rights reserved under its credit policy.

7.       WARRANTY
         a.   Supplier   represents   and   warrants   that  the  each   Product
         manufactured by Supplier under the terms of this Agreement will be free
         from defects in Supplier  supplied  material and  workmanship  and will
         conform to the  specifications  contained  on Exhibit A for a period of
         *** days after Product's date of manufacture.

         b.   Supplier  shall,  at  Supplier's  option,  repair or  replace  any
         product  that does not  conform  to the  specifications  provided,  (i)
         Supplier  is  notified of the  non-conforming  Product  within *** days
         after  discovery by Buyer that such item is  non-conforming,  or within
         the warranty period as stated above,  whichever is earlier and (ii) the
         non-conforming   Product  is  returned  to  Supplier  at  its  factory,
         transportation  prepaid,  in accordance with  Supplier's  instructions.
         Transportation  charges  for Product  returned to Supplier  shall be at
         Buyer's expense.  Transportation  for return of the repaired Product to
         Buyer  shall be at  Supplier's  expense.  The  warranty  on repaired or
         replaced items shall be the same as the original warranty period.

         c.   Supplier shall perform a failure analysis of all returned Product.
         All costs  incurred by Supplier in  connection  with  returned  Product
         which conforms to specifications and is not defective due to defects in
         Supplier  supplied  materials or  workmanship  shall be  reimbursed  to
         Supplier by Buyer.

         d.   Buyer  shall  request  and obtain a return  material authorization
         number from Supplier for each defective  Product prior to return of the
         Product.

         e.   Supplier  agrees to repair or  replace  defective  Product  within
         thirty (30) days of receipt at Supplier's  factory as long as necessary
         materials are available.  Supplier will make all reasonable  efforts to
         procure any necessary  materials as quickly as possible.  Buyer will be
         responsible for any material expedite charges or air freight charges.

         f.   With respect to Products sold outside the United States, ***.

                                       2

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

         g.   In no event shall  Supplier's aggregate liability  with respect to
         defective  Products(s)  exceed  Supplier's  value added  portion of the
         purchase price of defective Product(s).

8.       PRODUCT CHANGES
         a.   Supplier  shall not make any changes in the form,  fit or function
         of the  Products or  materials  used for  manufacture  of the  Products
         without the prior written  approval of Buyer.  The costs of all changes
         approved in advance by Buyer shall be paid for by Buyer.

         b.   Buyer may request Supplier to  incorporate changes to Products via
         engineering  change orders or authorized red lined  drawings.  Supplier
         shall make every  reasonable  effort to incorporate  requested  changes
         within the time frame requested by Buyer.  Buyer understands and agrees
         that additional  charges may be incurred for incorporation of requested
         changes.

9.       TOOLING
         Buyer may provide to Supplier tools and equipment for Supplier's use in
         manufacture of the Products.  Said tools and equipment, if any, will be
         listed as an Addendum to this Agreement.

         Supplier agrees to keep Buyer owned Tools in good working  condition as
         it pertains to routine use,  calibration and maintenance.  Buyer agrees
         to furnish or fund all required  replacements  and upgrades and perform
         any major repairs required to the Tools unless  replacements or repairs
         are  required  as a  result  of the  negligent  acts  or  omissions  of
         Supplier.

         Buyer  represents  and  warrants  that all Tools  furnished by Buyer to
         Supplier are the sole property of Buyer.

         All  Tools  supplied  to  Supplier  by Buyer  shall be in good  working
         condition  when  delivered  to  Supplier  and Buyer  warrants  that all
         periodic  maintenance  with  respect  thereto  has  been  performed  to
         schedule.  Supplier  shall  perform  an  inspection  on all Tools  upon
         delivery  and notify  Buyer of any defects or required  maintenance  or
         repairs  and Buyer  shall  furnish  or fund any  required  replacement,
         maintenance  or  repairs  within  10 days of  receipt  of  notice  from
         Supplier.

10.      PROPERTY RIGHTS
         Unless   supplied  or  funded  by  Buyer,   specifications,   test  and
         manufacturing  technology  developed  by  Supplier  for the  purpose of
         providing  Product to Buyer under the terms of this  Agreement  are the
         sole and exclusive property of Supplier. Specifications,  technologies,
         test or manufacturing  procedures  developed and funded by the Supplier
         shall remain the exclusive  property of Supplier and Buyer will have no
         rights with respect  thereto unless  otherwise  agreed to in writing by
         the parties. All Product designs and modifications thereof are the sole
         and  exclusive  property  of  Buyer.  Buyer  agrees to pay  Supplier  a
         non-recurring  engineering  charge  at the  rate of $***  per  hour for
         Product design modifications  developed by Supplier.  This clause shall
         survive any termination or expiration of this Agreement.

11.      INDEMNIFICATION
         Each party shall  defend,  indemnify  and hold harmless the other party
         from and against all damages, claims,  liabilities and expenses arising
         out of or  resulting  in any  way  from  any  act  or  omission  of the
         indemnifying party, its agents, employees or subcontracts. With respect
         to Supplier,  the  indemnification  obligations  in this Section  shall
         include,  but not be limited to claims  arising out of or  resulting in
         any  way  from  (a)  a  defect  in  Supplier   supplied   materials  or
         workmanship, (b) Supplier's non-compliance with Buyer's specifications;
         or (c) Supplier's  breach of any of the  provisions of this  Agreement.
         With respect to Buyer, the indemnification  obligations in this Section
         shall include, but not be limited to claims arising out of or resulting
         in any way from (a)  Buyer's  specifications  as  provided  to Supplier
         under this Agreement; or (b) Buyer's breach of any of the provisions of
         this Agreement.

12.      TAXES
         Unless Buyer furnishes a valid exemption  certificate,  Buyer will bear
         all sales and use taxes properly imposed by federal,  state,  municipal
         or other  local  authorities  with  respect  to  purchases  under  this
         Agreement.

13.      NON-PUBLICITY
         Supplier and Buyer shall not disclose to any third party any pricing or
         product information relating to this Agreement.  Both parties agree not
         to publicize or otherwise make known to any third party any information
         relating to this Agreement  without prior written  consent of the other
         party.

14.      LIMITATION OF LIABILITY
         SUPPLIER  SHALL NOT BE LIABLE TO BUYER FOR ANY INDIRECT,  INCIDENTAL OR
         CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR LOST BUSINESS RESULTING IN
         ANY WAY FROM THIS AGREEMENT EVEN IF ADVISED OF THE  POSSIBILITY OF SUCH
         DAMAGES.  THIS CLAUSE SHALL  SURVIVE ANY  TERMINATION  OR EXPIRATION OF
         THIS AGREEMENT.

                                       3

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

15.      TERM AND TERMINATION
         a.   This  Agreement  shall  commence on the  Effective  Date and shall
         remain in effect  until  December  31st,  2009 and may be  renewed  for
         additional  consecutive terms of two (2) years, upon the mutual written
         agreement  of the parties at least ninety (90) days prior to the end of
         the then current term.

         b.   Either party may terminate this Agreement immediately upon written
         notice if the other party (i) fails to comply with any material term or
         condition of this Agreement,  (ii) becomes insolvent or makes a general
         assignment  for the benefit of creditors or (iii) has a petition  under
         the  Bankruptcy  Act filed by or  against it and such  petition  is not
         dismissed within sixty (60) days of the filing date.

         c.   Neither party may terminate this Agreement during the initial term
         or any renewal term other than for cause.  If Buyer's  average  monthly
         purchases  of  Products  falls  below 2000 units at any time during the
         initial  term  of this  Agreement  then  Buyer  shall  immediately  pay
         Supplier  the  amount of Fifty  Eight  Thousand  Dollars  ($58,000)  to
         reimburse Supplier for all transition NRE costs.

         d.   Upon  termination,  the Supplier shall remain obligated to deliver
         Products  ordered by Buyer prior to  termination  and still required by
         Buyer and Buyer  shall be  obligated  to pay for all  Products  ordered
         under the terms of this  Agreement.  Upon  termination  Supplier  shall
         return all Buyer furnished Equipment and any other material provided by
         or owned by Buyer.  Upon termination Buyer shall purchase from Supplier
         at Supplier's  cost all  inventory of raw  materials and  components on
         hand, on order or in transit purchased to Buyer's forecasts within lead
         times set forth on Exhibit C and all work in process at Supplier's cost
         plus normal margin.

16.      GOVERNMENT APPROVALS.  Supplier shall, at its sole expense,  obtain any
         and all necessary  governmental  approvals and other authorizations and
         approvals  which are appropriate or necessary to carry out the proposed
         activities  contemplated  herein.  Supplier  shall obtain all necessary
         governmental and regulatory approvals to sell the Products to Buyer.

17.      QUALITY  CONTROL AND  TESTING.  Supplier  shall  assure that all of its
         processes and  procedures  comply with the quality  control and testing
         requirements  set forth in  Exhibit E and that the  completed  Products
         conform  to the  finished  product  quality  requirements  set forth in
         Exhibit E.

18.      EXHIBITS
         The  following  documents  are  attached  to and  made a part  of  this
         Agreement:

                       Exhibit A Products and Specifications
                       Exhibit B Prices
                       Exhibit C Parts Lead Times and Unique Materials
                       Exhibit D KeyTronicEMS Quote #050102 dated 11/9/05
                       Exhibit E Quality Control and Testing
                       Exhibit F Order Flexibility
                       Exhibit G Form of Irrevocable Standby Letter of Credit

19.      GENERAL PROVISIONS
         a.   ENTIRE AGREEMENT AMENDMENT.
         This document and its Exhibits contain the entire Agreement between the
         parties relating to the subject matter contained  herein.  All prior or
         contemporaneous  agreements,  written  or  oral,  between  the  parties
         regarding the Products are superseded by this Agreement. This Agreement
         may not be modified except by written  document signed by an authorized
         representative of each party.

         b.   FORCE MAJEURE.
         Neither  party  shall be liable  for  delays or  defaults  due to fire,
         windstorm,  riot, act of God, act of the public enemy, or other similar
         unforeseeable cause beyond the reasonable control and without the fault
         or negligence of the party incurring such delay.

         c.   WAIVER.
         No term of this  Agreement  shall be  considered  waived  and no breach
         excused by either party  unless made in writing by the other party.  No
         consent,  waiver, or excuse by either party, express or implied,  shall
         constitute a subsequent consent, waiver or excuse.

         d.   NON-ASSIGNMENT.
         Neither  party shall  assign  this  Agreement  or its rights  hereunder
         without the prior written consent of the other party.

                                       4

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


         e.   CONTROLLING LAW.
         This Agreement and its  formation,  operation and  performance  and the
         terms of all sales of Product hereunder, shall be governed,  construed,
         performed  and enforced in  accordance  within the laws of the State of
         Washington  without  regard to its  conflict of laws  principles.  Each
         party  irrevocably   agrees  that  the  state  and  federal  courts  of
         Washington shall have exclusive  jurisdiction to hear and determine any
         suit action or proceedings which may arise out of or in connection with
         this  Agreement  and,  for such  purposes,  irrevocably  submits to the
         jurisdiction of those courts.

         f.   SEVERABILITY.
         If any  provision  of  this  Agreement  is  held  invalid,  illegal  or
         unenforceable,   the  validity,  legality  and  enforceability  of  the
         remaining provisions shall not in any way be affected or impaired.

         g.   SURVIVING CLAUSES.
         Any provision of this Agreement having it's  performance  period beyond
         the term of this Agreement  shall survive the termination or expiration
         of this Agreement.

         h.   NOTICES.
         All notices or other  communications  (except for  services of process)
         required or permitted to be given pursuant to this  Agreement  shall be
         in writing and shall be conclusively  deemed to have been received by a
         party  hereto  on the day on which  such  notice or  communication  was
         delivered  by hand,  prepaid  telegram,  facsimile,  express  overnight
         courier  service to the address set forth below ( or such other address
         as such party may specify to the other party from time to time), or, if
         sent  postage  prepaid by certified or  registered  mail,  on the third
         business  day after the day on which such notice or  communication  was
         mailed.



                  IF TO SUPPLIER:
                                    Key Tronic Corporation
                                    N. 4424 Sullivan Road
                                    Spokane, WA  99203
                                    Attention:  Craig D. Gates
                                                Executive Vice President &
                                                General Manager


                  IF TO BUYER:
                                    Catcher, Inc.
                                    39526 Charlestown Pike
                                    Hamilton, VA  20158
                                    Attention: Ira Tabankin
                                               Chairman + CTO

         i.   RELATIONSHIP OF PARTIES.
         The  relationship of the parties  established by this Agreement is that
         of  independent  contractors  and  nothing  contained  herein  shall be
         construed to constitute either party as the agent of the other party or
         as partners, joint ventures,  co-owners or otherwise as participants in
         a joint or common undertaking.


         KEY TRONIC CORPORATION               CATCHER, INC.
                  ("SUPPLIER")                           ("BUYER")

         /s/ CRAIG D. GATES                   /s/ IRA TABANKIN
         ---------------------------------    ----------------------------------
         NAME: CRAIG D. GATES_____________    NAME: IRA TABANKIN________________
         TITLE:  EXECUTIVE VP + GM________    TITLE:  CHAIRMAN + CTO____________


                                       5


THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT A

                           PRODUCTS AND SPECIFICATIONS



         PART NUMBER                                               SPECIFICATION

         Catcher Tablet                                                *








--------------------------------------------------------------------------------
* Note:  Specifications have not yet been developed and approved by Buyer.
         See Exhibit D.

                                       6

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>

                                             CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT B
                             PRICES (SEE NOTES 1,2)

                                                              MINIMUM MONTHLY
         PRODUCT MODEL NO.          UNIT PRICE                PURCHASE QUANTITY
         -----------------------------------------------------------------------
         Catcher Tablet             ***                             ***

         Catcher Tablet             ***                             ***

         Catcher Tablet             ***                             ***
















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

Notes:   1. Prices are based upon  KeyTronicEMS  quote dated  11/9/05,  #050102,
         attached hereto as Exhibit D. Prices are subject to change if parts and
         material  costs,  or  process  or test  procedures  change  from  those
         reflected in the quote.
         2. Final bill of materials  has not yet been  developed and approved by
         buyer. See Exhibit D.

                                       7

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT C

                      PARTS LEAD TIMES AND UNIQUE MATERIALS


     BILL OF MATERIAL                PART NO               ACQUISITION LEAD TIME
--------------------------------------------------------------------------------
        DESCRIPTION
-------------------




                                     (TBD)





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

Note:  Final bill of materials has not yet been developed and approved by buyer.
       See Exhibit D.





                                       8

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT D
                      KEYTRONICEMS QUOTATION DATED 11/9/05
                               REFERENCE # 050102


                                                             P.O. Box 14687
                                                             Spokane, Washington
                                                             99214-0687
QUOTATION
--------------------------------------------------------------------------------
TO:    Catcher, Inc.                                             DATE: 11/9/2005

ATTN:  John Sutton, VP Operations                           REFERENCE:   050102
--------------------------------------------------------------------------------

Key  TronicEMS is pleased to submit the following  quotation in accordance  with
your request and the terms and conditions noted below.

<TABLE>
--------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                               MINIMUM
                                                   MONTHLY                    SHIPMENT
  ITEM     KTC MODEL NUMBER  CUSTOMER PART NUMBER  SHIP QTY    QUOTED PRICE   QUANTITY            * FCA
---------- ----------------- -------------------- ------------ ------------- ------------- -------------------------
<S>        <C>               <C>                  <C>          <C>            <C>                <C>
    1                        CATCHER TABLET           ***          ***                           EL PASO, TX
    2                        CATCHER TABLET           ***          ***                           EL PASO, TX
    3                        CATCHER TABLET           ***          ***                           EL PASO, TX
    4
    5      TRANSFER NRE                                          $58,000
    6      TOOLING /
           FIXTURES                                              $204,950
    7      PROJECT NRE                                           $84,500
--------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES

1. This quote is based on  electrical  assembly BOMs  generated  8/25/05 by D2M.
Final  assembly  time  estimates  are based on ProE  files  and the Power  Point
assembly  procedure  document from Design Edge on 9/22/05.  The electrical files
used for quote are not  consistent  (will not work) with the current  mechanical
files.

2. The quote  assumes  that the *** mother  board and the *** cameras  were used
only for  prototyping  and are not  included  in the quote.  The *** cameras are
included.  There were also listed two *** fingerscanner  modules, one on the M/B
and the other on the  Biometric  board.  It is our  understanding  that only one
fingerscanner module will be used, so the module on the M/B was removed.

3. The standard lead time is TBD.

4. No Clean Solder process quoted.

5. IPC-A610-C class 2 acceptability standard quoted on all PCBA's.

6. Payment Terms are ***, FCA El Paso.

7. Functional Test is included at *** minutes per unit.  Individual  PCBA's also
have estimated test times.

8. KTC is not liable for loss or damage of product FCA El Paso, Tx

9. This quote  assumes  all terms and  conditions  are  accepted  and can not be
varied without written consent from KTC.



                                       9

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED

10. The minimum run quantity is 2,000 for 25K volume quote, 4,000 for 50K volume
quote, and 8,000 for 100K annual volume quote.

11. ICT test fixture lead-time 4 - 8 weeks after sample  functional  samples are
available.

12. No  qualification/reliability  testing  or  Ongoing  Reliability  Test (ORT)
quoted. The quote does assume a burn in time at ambient temperature with a fully
automated (non-attended) test.

13.  Custom  tooling  includes   estimates  for  ICT's  for  the  M/B,  D/B  and
microcontroller board.

14. NRE costs for final  assembly  test  development  and  functional  tests for
individual PCBAs are not quoted at this time.

15. The *** part was not quoted but an estimate of $5.00 is used in the quote

16. Two battery packs are included in the quote.

17.  Quote uses  Caprock  quote of 9/23/05  and  Chicago  White  Metal  quote of
9/27/05.  All exceptions and notes from those quote apply.  Of particular  note,
Chicago  White Metal does not include  finishing / machining  operations  as the
requirements are not defined.

18. Other than the Caprock and CWM quotes,  no mechanical  part quotes have been
done. The additional  mechanical  parts required are included in the quote at an
estimated *** volumes.

19.  PCB cost for the  mother  board is  assumed  to be a cost of ***  times the
daughter board PCB cost.

20. All assembled cables (without AVL or specifications) have estimated prices.

21. Any  component  that has a shorter  manufacturer  warranty  period  than the
agreed upon warranty for workmanship and adherence to specifications will not be
covered after the expiration of its' individual warranty.

22.  Both the LCD and the  camera  have  been  identified  by  their  respective
manufacturers ***.

23. The mother board  assembly time is assumed to be *** times the assembly time
of the daughter board (based on part count).

24. No parts/assemblies require soldering at final assembly

25. No parts/assemblies require Heat Staking

26. No parts/assemblies require Ultrasonic Welding at KTC

27. No  parts/assemblies  require  any type of marking  such as Pad  Printing or
Laser Marking

28. No packaging specs or requirements available, costs are estimated.

29. *** to be waived for long-term contract. (minimum of 3 years)

30.  The  quote  assumes  the  customer  will  supply  all  required   component
specification and assembly drawings.

31. No development reliability testing or agency testing is quoted. These can be
quoted with further definition of the requirements.

32. The quote assumes that Catcher will pay directly to the supplier for any NRE
or other setup  charges for any sub component / assemblies  (i.e.  part tooling,
battery assembly fixturing, etc.).

33. Budgetary Quote.

34.  If at any  time on hand  inventory  exceeds  60  days  net due to  forecast
reductions,  KTC reserves the right to sell the excess inventory to the customer
and re-purchase as needed.

35. KTC assumes that any obsolete inventory (as defined by forecast demand) will
be immediately purchased and dispositioned by customer.

36. KTC and the customer can identify long lead time  components  and generate a
list of  necessary  buffer  stock items based the lead time of the  possible 50%
stretch in demand.

37. KTC assumes buy and build to PO/Release.

38. Price is based upon *** aggregate volume

39. KTC  represents and warrants that each product  manufactured  by KTC will be
free from defects in KTC supplied  material and  workmanship for a period of one
year following the date of manufacture.

40. Since all of the test procedures and quality standards are not defined,  KTC
is unsure of the production volumes the test equipment quoted will support.

41. Memory  pricing  reduced by ***/unit on 11/9/05 per Ira Tabankin of Catcher,
Inc. If this price reduction is not valid or accurate, KTC reserves the right to
re-quote.

                                       10


THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

Prices  quoted above are currently  applicable  to the  quantities as covered by
this Quotation.  If any decrease in quantity or elimination of one or more items
arises,  or if the entire  quantity of all items is not shipped  within one year
from the date of order a revision of the prices quoted above may be required (as
to order balances as well as to quantities  already  invoiced) to conform to our
existing schedules.

This quotation is valid for thirty (30) days from date of issue.

                                         By:
                                              Larry Lewis
                                              ----------------------------------
                                                  (not valid without signature)

                                    EXHIBIT E
                           QUALITY CONTROL AND TESTING



1. Catcher Quality Plan*
2. Catcher Test Plan*



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

* Plan has yet to be developed and approved by Buyer and Supplier.



                                       11

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED



                                    EXHIBIT F
                                ORDER FLEXIBILITY

           * Operations Plan Customer and KTC to Support Production *

Objective:
   1) Support customer/market  requirements.
   2) Support customer production and business requirements
   3) Support KTC production and business requirements

Approach:
   1) KTC will  procure  (place  PO's)  for raw  materials  to PO and  allow for
   reasonable fluctuations in deliveries.

Concepts:
   Forecasting/Ordering:
      Customer will give KTC monthly requirements document consisting of:
         1) 3 months of purchase orders.
         2) An additional 9 months forecast.
         * Overall view of 12 months with  waterfall  charts that track  changes
         over time.

   Scheduling of Orders:
      1) KTC will commit back within 2 business  days specific ship dates on new
      orders that are consuming forecast at lead time.
      2) 5-7 business days on expedited or de-expedited changes within lead time
      or outside of forecasted quantities.

   Adjustments to Requirements & Schedule firm up process
      0-30 days     No changes
      30-60 days     ***
                     -
      60-150 days    ***
                     -
      150 + days     ***
                     -

      PO'S
      1) Non-Cancellable, Non-Reschedulable within *** weeks.
      2) Non-Cancellable,  Reschedulable per percentages above not to exceed ***
      day  slide.
      3)  KTC  will  provide  flexibility  assurance  dependent  upon  materials
      availability and customer provided equipment capacity.

      FORECAST
      1) Non-Cancellable,  Reschedulable per allowable  percentages
      2) With each months  requirements  document KTC will firm up the following
      months schedule

   Minimum Build/order requirements
      1)  Customer  recognizes  that  KTC  has  minimum  build  qtys  to be cost
      effective.
      2) Above guidelines will be overlayed  against  customer  ordering minimum
      requirements.

   Normal Planning Model:
      KTC's inventory planning process is:
         1) Procure material to PO and part lead time to have in house 3-4 weeks
         ahead of build date
         2) KTC only plans  material  deliveries to the quantities on the PO, no
         buffer stocks are planned.

   Excess Inventory:
      1) It is recognized that any changes in requirements  may result in excess
      inventory at KTC.
      2) If KTC develops  inventories  of greater than (30 days) due to schedule
      changes they reserve the right to invoice  customer for excess  inventory.
      KTC will then buy back as needed.
      3) For  parts  where no  forecasts  exist,  KTC will  consider  the  parts
      obsolete and look to customer for appropriate disposition.

                                       12

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED




                                       13

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.



<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED


                                    EXHIBIT G

                                       ***



                                       14

THIS EXHIBIT HAS BEEN  REDACTED AND IS THE SUBJECT OF A  CONFIDENTIAL  TREATMENT
REQUEST.  REDACTED  MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED  SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.