EXHIBIT 10.17

                                                                  EXECUTION COPY



                            ASSET PURCHASE AGREEMENT



                                 BY AND BETWEEN



                                  CATCHER, INC.



                                       AND



                             LCM TECHNOLOGIES, INC.



                              AS OF APRIL 21, 2005


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                               TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I CONSTRUCTION; DEFINITIONS............................................1

   Section 1.1        Construction.............................................1
   Section 1.2        Definitions..............................................2
   Section 1.3        Other Definitions........................................5

ARTICLE II PURCHASE AND SALE...................................................5

   Section 2.1        Agreement to Purchase and Sell...........................5
   Section 2.2        Excluded Assets..........................................6
   Section 2.3        Assumption of Assumed Liabilities........................6
   Section 2.4        Excluded Liabilities.....................................7

ARTICLE III CONSIDERATION......................................................8

   Section 3.1        Purchase Price...........................................8

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF COMPANY...........................8

   Section 4.1        Organization.............................................8
   Section 4.2        Authorization............................................8
   Section 4.3        Absence of Restrictions and Conflicts....................8
   Section 4.4        Title to Assets; Related Matters.........................9
   Section 4.5        Legal Proceedings........................................9
   Section 4.6        Compliance with Law......................................9
   Section 4.7        Assumed Contracts........................................9
   Section 4.9        Brokers, Finders and Investment Bankers.................10

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER.........................10

   Section 5.1        Organization............................................10
   Section 5.2        Authorization...........................................10
   Section 5.3        Absence of Restrictions and Conflicts...................10

ARTICLE VI CERTAIN COVENANTS AND AGREEMENTS...................................11

   Section 6.1        Conduct of Business by the Company......................11
   Section 6.2        Notices of Certain Events...............................11
   Section 6.3        Reasonable Efforts; Further Assurances; Cooperation.....11
   Section 6.5        Taxes; Expenses.........................................12

ARTICLE VII CONDITIONS TO CLOSING.............................................12

   Section 7.1        Conditions to Each Party's Obligations..................12
   Section 7.2        Conditions to Obligations of the Purchaser..............12
   Section 7.3        Conditions to Obligations of the Company................13

ARTICLE VIII CLOSING .........................................................14

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ARTICLE IX TERMINATION........................................................14

   Section 9.1        Termination.............................................14
   Section 9.2        Effect of Termination...................................15

ARTICLE X MISCELLANEOUS PROVISIONS............................................16

   Section 10.1       Notices.................................................16
   Section 10.2       Schedules and Exhibits..................................16
   Section 10.3       Assignment; Successors in Interest......................16
   Section 10.4       Captions................................................16
   Section 10.5       Controlling Law; Amendment..............................16
   Section 10.6       Consent to Jurisdiction, Etc............................17
   Section 10.7       Severability............................................17
   Section 10.8       Counterparts............................................17
   Section 10.9       Enforcement of Certain Rights...........................17
   Section 10.10      Waiver..................................................17
   Section 10.11      Transaction Costs.......................................17

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                                LIST OF EXHIBITS

Exhibit 7.2(e)(i)     Form of Bill of Sale
Exhibit 7.2(e)(ii)    Form of Assignment & Assumption Agreement

                                LIST OF SCHEDULES

Schedule 2.4(a)(ii)   Assumed Liabilities
Schedule 4.1          Qualifications to Do Business
Schedule 4.4          Title Exceptions
Schedule 4.5          Legal Proceedings
Schedule 4.8          Intellectual Property Exceptions
Schedule 4.11         Exceptions to Compliance with Law
Schedule 4.12         Assumed Contracts
Schedule 4.14         Officers and Employees

                                     -iii-
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                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated as of April 21,
2005,  is  made  and  entered  into  by and  among  Catcher,  Inc.,  a  Delaware
corporation  (the   "PURCHASER"),   and  LCM  Technologies,   Inc.,  a  Delaware
corporation ("LCM"). The Purchaser and LCM are sometimes  individually  referred
to herein as a "PARTY" and collectively as the "PARTIES".

                              W I T N E S S E T H:

         WHEREAS,  LCM is engaged in the business of provide turnkey secure, end
to end video/data/voice  solutions in area of security and defense industry (the
"BUSINESS"); and

         WHEREAS,  the Parties desire to enter into this  Agreement  pursuant to
which LCM  proposes  to sell to the  Purchaser,  and the  Purchaser  proposes to
purchase  from LCM (the  "ACQUISITION"),  certain of the assets used or held for
use by LCM in the conduct of its business as a going concern,  and the Purchaser
proposes to assume certain of the liabilities and obligations of LCM; and

         WHEREAS,   the  Parties   desire  to  make   certain   representations,
warranties, and agreements in connection with the Acquisition.

         NOW,  THEREFORE,  in  consideration of the foregoing and the respective
representations,  warranties,  covenants, agreements, and conditions hereinafter
set forth, and intending to be legally bound hereby, each Party hereby agrees as
follows:

                                   ARTICLE I
                            CONSTRUCTION; DEFINITIONS

          Section  1.1  CONSTRUCTION.  Unless  the  context  of  this  Agreement
     otherwise  clearly  requires,  (a)  references  to the plural  include  the
     singular, and references to the singular include the plural, (b) references
     to  any  gender  include  the  other  genders,  (c)  the  words  "include,"
     "includes" and  "including"  do not limit the preceding  terms or words and
     shall be deemed to be followed by the words "without  limitation",  (d) the
     term "or" has the inclusive meaning represented by the phrase "and/or", (e)
     the terms "hereof",  "herein",  "hereunder",  "hereto" and similar terms in
     this Agreement refer to this Agreement as a whole and not to any particular
     provision of this Agreement,  (f) the terms "day" and "days" mean and refer
     to calendar  day(s) and (g) the terms  "year" and "years" mean and refer to
     calendar  year(s).  Unless  otherwise set forth herein,  references in this
     Agreement to (i) any  document,  instrument  or agreement  (including  this
     Agreement) (A) includes and incorporates all exhibits,  schedules and other
     attachments thereto, (B) includes all documents,  instruments or agreements
     issued or executed  in  replacement  thereof  and (C) means such  document,
     instrument or agreement, or replacement or predecessor thereto, as amended,
     modified or supplemented from time to time in accordance with its terms and
     in effect at any given  time,

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     and  (ii) a  particular  Law (as  hereinafter  defined)  means  such Law as
     amended,  modified,  supplemented  or  succeeded,  from time to time and in
     effect at any given  time.  All  Article,  Section,  Exhibit  and  Schedule
     references herein are to Articles, Sections, Exhibits and Schedules of this
     Agreement,   unless  otherwise  specified.  This  Agreement  shall  not  be
     construed as if prepared by one of the Parties, but rather according to its
     fair meaning as a whole, as if all Parties had prepared it.

          Section 1.2 DEFINITIONS. The following terms, as used herein, have the
     following meanings:

         "AFFILIATE" of any specified  Person means any other Person directly or
indirectly  Controlling  or  Controlled  by or under  direct or indirect  common
Control with such specified Person.

         "ASSUMED CONTRACTS" means those contracts, letters of intent, memoranda
of understanding,  and so called teaming  agreements that are listed on SCHEDULE
4.12.

         "BUSINESS  DAY"  means any day  except  Saturday,  Sunday or any day on
which banks are  generally  not open for business in the City of New York or San
Diego.

         "CLOSING" means the  consummation of the  transactions  contemplated by
Article II.

         "CLOSING DATE" means the date on which the Closing occurs.

         "CODE" means the United States Internal Revenue Code of 1986.

         "CONFIDENTIAL  INFORMATION"  means  any  data  or  information  of  LCM
(including  trade secrets) that is valuable to the operation of the Business and
not generally known to the public or competitors.

         "CONTROL" means,  when used with respect to any specified  Person,  the
power to  direct  the  management  and  policies  of such  Person,  directly  or
indirectly,  whether through the ownership of voting securities,  by contract or
otherwise.

         "GOVERNMENTAL  ENTITY"  means any federal,  state,  or local or foreign
government,  any political  subdivision thereof or any court,  administrative or
regulatory  agency,  department,  instrumentality,  body, or commission or other
governmental authority or agency, domestic, or foreign.

         "INTELLECTUAL  PROPERTY"  means  any or all of the  following  and  all
rights,  arising  out  of  or  associated  therewith:  (i)  all  United  States,
international  and foreign patents and  applications  therefor and all reissues,
divisions,    renewals,    extensions,    provisionals,     continuations    and
continuations-in-part  thereof; (ii) all inventions (whether patentable or not),
invention disclosures,  improvements,  trade secrets,  proprietary  information,
know-how,  technology,  technical data and customer lists, and all documentation
relating to any of the foregoing  throughout  the world;  (iii) all  copyrights,
copyright registrations and applications therefor, and

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all other rights corresponding thereto throughout the world; (iv) all industrial
designs and any  registrations and applications  therefor  throughout the world;
(v) all internet uniform resource locators,  domain names,  trade names,  logos,
slogans, designs, common law trademarks and service marks, trademark and service
mark  registrations  and applications  therefor  throughout the world;  (vi) all
databases and data  collections  and all rights  therein  throughout  the world;
(vii)  all  moral  and  economic  rights  of  authors  and  inventors,   however
denominated,  throughout the world; and (viii) any similar or equivalent  rights
to any of the foregoing anywhere in the world.

         "KNOWLEDGE"  with respect to LCM means all facts  actually known by any
officer or director of LCM on the date hereof.

         "LAWS" means all statutes,  rules,  codes,  regulations,  restrictions,
ordinances,  orders, decrees,  approvals,  directives,  judgments,  injunctions,
writs, awards and decrees of, or issued by, any Governmental Entities.

         "LCM ANCILLARY DOCUMENTS" means any certificate,  agreement,  document,
or other instrument,  other than this Agreement, to be executed and delivered by
LCM in connection with the transactions contemplated hereby.

         "LCM  INTELLECTUAL  PROPERTY" means any  Intellectual  Property that is
owned by LCM and used in connection with the Business, including LCM Software.

         "LCM SOFTWARE" means all software owned by LCM.

         "LEGAL DISPUTE" means any action,  suit or proceeding  between or among
the Parties  and their  respective  Affiliates  arising in  connection  with any
disagreement,  dispute,  controversy or claim arising out of or relating to this
Agreement or any related document.

         "LIABILITIES" means any and all debts, liabilities,  and obligations of
any kind, nature, or type, whether accrued or fixed,  absolute,  contingent,  or
unliquidated,  matured  or  unmatured,  determined  or  determinable,  known  or
unknown,  or otherwise,  including  those arising under any applicable  Law, any
Proceeding,  and any order, writ,  judgment,  injunction,  decree,  stipulation,
determination,  or award entered or issued by or with any Governmental Authority
and those arising under any contract.

         "LICENSES"  means  all  notifications,   licenses,  permits  (including
environmental,  construction and operation permits),  franchises,  certificates,
approvals,  exemptions,   classifications,   registrations,  and  other  similar
documents and authorizations issued by any Governmental Entity, and applications
therefor.

         "LIENS"  mean  all  mortgages,   liens,  pledges,  security  interests,
charges, claims, restrictions, and encumbrances of any nature whatsoever.

         "MATERIAL  ADVERSE  EFFECT"  means any state of facts,  change,  event,
effect,  or  occurrence  (when  taken  together  with all other  states of fact,
changes,  events, effects or occurrences) that is or may be reasonably likely to
be materially adverse to the financial condition, results of

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operations,   properties,   assets,   or   liabilities   (including   contingent
liabilities)  of LCM, the  Business or the Assets  taken as a whole.  A Material
Adverse  Effect  shall  also  include  any state of  facts,  change,  event,  or
occurrence that shall have occurred or been threatened that (when taken together
with all other states of facts,  changes,  events,  effects, or occurrences that
have occurred or been  threatened) is or may be reasonably  likely to prevent or
materially  delay the performance by LCM of any of its obligations  hereunder or
the consummation of the transactions contemplated hereby.

         "NON-ASSIGNABLE   CONTRACTS"  means  Assumed   Contracts  that  require
third-party consents for assignment that have not been obtained by LCM as of the
Closing.

         "PATENT  APPLICATION"  means the U.S. patent application no. 10/888,515
(Portable Handheld Security Device).

         "PERMITTED  LIENS"  means (i) Liens for taxes not yet due and  payable,
(ii)  statutory  Liens of  landlords,  (iii)  Liens of  carriers,  warehousemen,
mechanics,  material  men,  and  repairmen  incurred in the  ordinary  course of
business  consistent  with past practice and not yet  delinquent,  and (iv) with
respect to the Patent Application,  any Lien that may exist pending satisfaction
of LCM's  obligations  under the terms of that certain agreement between LCM and
CFT/Moore  which  obligations  shall  be  assumed  by  Purchaser  under  Section
2.3(b)(i).

         "PERSON" means any individual, corporation, partnership, joint venture,
limited liability company, trust, unincorporated  organization,  or Governmental
Entity.

         "PROCEEDING" means any claim, action, litigation,  suit, proceeding, or
formal investigation,  inquiry,  audit or review of any nature, civil, criminal,
regulatory, or otherwise, before any Governmental Authority.

         "PURCHASER  ANCILLARY  DOCUMENTS"  means  any  certificate,  agreement,
document or other  instrument,  other than this  Agreement,  to be executed  and
delivered by the  Purchaser in  connection  with the  transactions  contemplated
hereby.

         "TAXES" means all taxes,  assessments,  charges,  duties, fees, levies,
and other governmental charges, including income, franchise, capital stock, real
property,  personal property,  tangible,  intangible,  withholding,  employment,
payroll,  social  security,  social  contribution,   unemployment  compensation,
disability,  transfer,  sales, use, excise, license,  occupation,  registration,
stamp, premium,  environmental,  customs duties,  alternative or add-on minimum,
estimated,  gross  receipts,  value-added,  and all other  taxes of any kind for
which LCM may have any liability  imposed by any  Governmental  Entity,  whether
disputed  or  not,  and any  charges,  interest,  or  penalties  imposed  by any
Governmental Entity.

          "TERMINATION  DATE"  means  the date  prior to the  Closing  when this
Agreement is terminated in accordance with Article IX.

         "TRADEMARK  APPLICATIONS"  means the U.S.  trademark  applications  (1)
CATCHER, Ser.

                                      -4-
<PAGE>

No. 78/433,770 and (2) SECURE CARGO VISION, Ser. No. 78/433,768.

          Section 1.3 OTHER DEFINITIONS.  Each of the following terms is defined
     in the Section set forth opposite such term:

TERM                                                        SECTION
----                                                        -------

Acquisition........................................................   Recitals
Agreement..........................................................   Preamble
Assets.............................................................   2.1
Assumed Liabilities................................................   2.4(b)
Business...........................................................   Recitals
Deposits...........................................................   2.2(b)
Excluded Assets....................................................   2.3
Excluded Liabilities...............................................   2.5
Expiration Date....................................................   9.1(e)
LCM................................................................   Preamble
Parties...........................................................    Preamble
Party..............................................................   Preamble
Purchaser..........................................................   Preamble


                                   ARTICLE II
                                PURCHASE AND SALE

          Section 2.1  AGREEMENT TO PURCHASE AND SELL.  Subject to the terms and
     conditions  hereof,  at the  Closing and except as  otherwise  specifically
     provided in this Article II, LCM, in  consideration  for the payment of the
     Purchase Price in accordance with Section 3.1, shall grant,  sell,  assign,
     transfer,  convey,  and deliver to the Purchaser,  and the Purchaser  shall
     purchase and acquire from LCM, all right, title, and interest of LCM in and
     to:

               (a) all Assumed Contracts and all rights of LCM under the Assumed
          Contracts;

               (b)  all  patents,  patent  applications  (including  the  Patent
          Application),  copyrights, copyright applications,  methods, know-how,
          software, technical documentation,  processes, procedures, inventions,
          trade secrets,  trademarks, trade names, service marks, service names,
          registered user names,  technology,  research records,  data, designs,
          plans,  drawings,   manufacturing   know-how  and  formulas,   whether
          patentable or  unpatentable,  and other  intellectual  or  proprietary
          rights or property of LCM (and all rights thereto,  goodwill  therein,
          and  applications  therefore  except for the Trademark  Applications),
          including all LCM Intellectual Property;

               (c) all rights in and under all  express  or implied  guarantees,
          warranties,  representations,   covenants,  indemnities,  and  similar
          rights in favor of LCM;

               (d) all information, files, correspondence, records, data, plans,
          reports, contracts

                                      -5-
<PAGE>

          and  recorded  knowledge,  including  customer,  supplier,  price  and
          mailing lists, and all accounting or other books and records of LCM in
          whatever media  retained or stored,  including  computer  programs and
          disks  pertaining  to  the  Assumed  Contracts,   Patent  Application,
          Trademark Application, and LCM Intellectual Property;

(collectively,  the  "ASSETS")  free and  clear  of all  Liens,  other  than the
Permitted Liens and the Purchaser shall assume the Assumed Liabilities.

          Section 2.2 EXCLUDED ASSETS.  Notwithstanding anything to the contrary
     set forth  herein,  the Assets shall not include any assets of LCM that are
     not Assets including the following  assets,  properties,  and rights of LCM
     (collectively, the "EXCLUDED ASSETS"):

               (a) any permit, approval, license,  qualification,  registration,
          certification,  authorization,  or similar  right that by its terms is
          not transferable to the Purchaser;

               (b) any accounts receivable;

               (c) the charter  documents of LCM,  minute books,  stock ledgers,
          tax identification  numbers,  books of account,  and other constituent
          records relating to the corporate organization of LCM;

               (d) the rights that accrue to LCM hereunder; and

               (e) any cash, cash equivalents,  or marketable securities and all
          rights to any bank accounts of LCM.

          Section 2.3 ASSUMPTION OF ASSUMED LIABILITIES.

               (a) Except as provided in Section 2.3(b), the Purchaser shall not
          assume, in connection with the transactions  contemplated  hereby, any
          Liability of LCM whatsoever,  and LCM shall retain  responsibility for
          all  Liabilities  accrued  as  of or  on  the  Closing  Date  and  all
          Liabilities  arising from LCM's  operations prior to or on the Closing
          Date, whether or not accrued and whether or not disclosed.

               (b) As the sole  exception to the  provisions in Section  2.3(a),
          effective  as of the  close  of  business  on the  Closing  Date,  the
          Purchaser  shall assume the following  liabilities  and obligations of
          LCM  existing  as of such time and  arising  out of the conduct of the
          Business prior to or on the Closing Date  (collectively,  the "ASSUMED
          LIABILITIES"):

                    (i) the  obligations  of LCM under each Assumed  Contract to
               the extent such  obligations  are not required to be performed on
               or prior to the Closing  Date,  are disclosed on the face of such
               Assumed  Contract and accrue and relate to the  operations of the
               Business subsequent to the Closing Date; and

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<PAGE>

                    (ii) those current liabilities of LCM of the types listed on
               SCHEDULE 2.3(a)(II).

          Section 2.4 EXCLUDED LIABILITIES. Specifically, and without in any way
     limiting the generality of Section 2.3(a),  the Assumed  Liabilities  shall
     not  include,  and in no event shall the  Purchaser  assume,  agree to pay,
     discharge,  or  satisfy  any  Liability  hereunder  or  otherwise  have any
     responsibility for any Liability  (together with all other Liabilities that
     are not Assumed Liabilities, the "EXCLUDED LIABILITIES"):

               (a) relating to any Liability  (including  accounts payable) owed
          to the shareholders of LCM or any Affiliate of LCM;

               (b) for  (i)  Taxes  with  respect  to any  period  or  (ii)  any
          liability of LCM for unpaid Taxes of any Person (other than LCM) under
          Treasury  Regulations  Section 1.1502-6 (or any similar  provisions of
          state,  local,  or foreign  law),  as a transferee  or  successor,  by
          contract or otherwise;

               (c)  for  any  indebtedness   with  respect  to  borrowed  money,
          including any interest or penalties accrued thereon;

               (d) relating to,  resulting  from,  or arising out of, (i) claims
          made in pending or future  suits,  actions,  investigations,  or other
          legal,  governmental,  or  administrative  proceedings  or (ii) claims
          based on violations of law, breach of contract,  employment practices,
          or  environmental,  health,  and safety matters or any other actual or
          alleged failure of LCM to perform any obligation, in each case arising
          out of, or  relating  to, (x) events  that  shall have  occurred,  (y)
          services performed, or (z) the operation of the Business, prior to the
          Closing;

               (e) pertaining to any Excluded Asset;

               (f)  relating  to,   resulting  from,  or  arising  out  of,  any
          non-Business  operation  of LCM any former  operation  of LCM that has
          been discontinued or disposed of prior to the Closing; or

               (g) under or  relating to any LCM  benefit  plan,  whether or not
          such  liability or  obligation  arises  prior to, on or following  the
          Closing Date.

Such Excluded  Liabilities shall include all claims,  actions,  litigation,  and
proceedings  relating to any or all of the  foregoing and all costs and expenses
in connection therewith.

                                      -7-
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                                  ARTICLE III
                                  CONSIDERATION

          Section  3.1  CONSIDERATION.  As  consideration  for the grant,  sale,
assignment, transfer, and delivery of the Assets, the Purchaser shall assume and
discharge the Assumed Liabilities.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF COMPANY

         LCM hereby  represents  and warrants to the  Purchaser as follows as of
the date hereof and the Closing Date:

          Section 4.1 ORGANIZATION. LCM is a corporation duly formed and validly
     existing  under  the  Laws of  Delaware  and has all  requisite  power  and
     authority to own,  lease,  and operate its  properties  and to carry on its
     business as now being  conducted.  LCM is duly qualified or registered as a
     foreign   corporation   to  transact   business  under  the  Laws  of  each
     jurisdiction  where the character of its  activities or the location of the
     properties   owned  or  leased  by  it  requires  such   qualification   or
     registration.  LCM has  heretofore  made  available to the Purchaser  true,
     correct,  and  complete  copies of its charter  documents  as  currently in
     effect and its corporate  record books with respect to actions taken by its
     shareholders  and board of  directors.  SCHEDULE  4.1  contains  a true and
     correct list of the  jurisdictions  in which LCM is qualified or registered
     to do business as a foreign corporation.

          Section 4.2 AUTHORIZATION. LCM has full power and authority to execute
     and deliver this  Agreement and LCM Ancillary  Documents and to perform its
     obligations  hereunder and thereunder  and to consummate  the  transactions
     contemplated  hereby  and  thereby.  The  execution  and  delivery  of this
     Agreement and LCM Ancillary  Documents by LCM and the performance by LCM of
     its  obligations  hereunder  and  thereunder  and the  consummation  of the
     transactions  provided  for herein and  therein  have been duly and validly
     authorized by all  necessary  board and  shareholder  action on the part of
     LCM. The shareholders of the company and the board of directors of LCM have
     approved the execution, delivery, and performance of this Agreement and LCM
     Ancillary  Documents and the consummation of the transactions  contemplated
     hereby and thereby.  This Agreement has been,  and LCM Ancillary  Documents
     shall be as of the Closing Date,  duly executed and delivered by LCM and do
     or shall, as the case may be,  constitute the valid and binding  agreements
     of LCM,  enforceable against LCM in accordance with their respective terms,
     subject  to  applicable  bankruptcy,  insolvency,  and other  similar  Laws
     affecting  the  enforceability  of  creditors'  rights  generally,  general
     equitable  principles,  and the discretion of courts in granting  equitable
     remedies.

          Section 4.3 ABSENCE OF  RESTRICTIONS  AND  CONFLICTS.  The  execution,
     delivery,  and performance of this Agreement,  and LCM Ancillary Documents,
     the  consummation of the transactions  contemplated  hereby and thereby and
     the fulfillment of and compliance with the terms and conditions  hereof and
     thereof do not or shall not (as the case may be),  with the

                                      -8-
<PAGE>

     passing of time or the giving of notice or both,  violate or conflict with,
     constitute a breach of or default under,  result in the loss of any benefit
     under,  permit the  acceleration  of any obligation  under or create in any
     party the right to terminate,  modify, or cancel, (a) any term or provision
     of the charter  documents of LCM, (b) except as indicated on SCHEDULE  4.7,
     any  Assumed  Contract,   (c)  any  judgment,   decree,  or  order  of  any
     Governmental  Entity  to which LCM is a party or by which LCM or any of its
     respective  properties  is  bound,  or (d)  any  Law or  arbitration  award
     applicable  to  LCM,  or the  Business.  No  consent,  approval,  order  or
     authorization  of,  or  registration,  declaration,  or  filing  with,  any
     Governmental  Entity is required with respect to LCM in connection with the
     execution,  delivery,  or  performance  of this  Agreement or LCM Ancillary
     Documents or the  consummation of the transactions  contemplated  hereby or
     thereby.

          Section 4.4 TITLE TO ASSETS; RELATED MATTERS. . Except as set forth on
     SCHEDULE  4.4, LCM has (and shall  convey to the  Purchaser at the Closing)
     good and marketable title to the Assets, free and clear of all Liens except
     for Permitted Liens.

          Section 4.5 LEGAL  PROCEEDINGS.  Except as set forth on SCHEDULE  4.5,
     there is no suit, action, claim,  arbitration,  proceeding or investigation
     pending or, to the  Knowledge of LCM,  threatened  against,  relating to or
     involving LCM, the Business,  or the Assets before any Governmental Entity.
     LCM is not subject to any judgment, decree,  injunction,  rule, or order of
     any court or arbitration panel.

          Section  4.6  COMPLIANCE  WITH LAW.  LCM is (and has been at all times
     since its  incorporation) in compliance with all applicable Laws. Except as
     set forth on  SCHEDULE  4.6,  (i) LCM has not been  charged  with,  and has
     received no written notice that it is under  investigation with respect to,
     and, to the Knowledge of LCM, is not otherwise now under investigation with
     respect to, a violation of any  applicable  Law and (ii) LCM is not a party
     to, or bound by, any order, judgment, decree, injunction,  rule or award of
     any Governmental Entity.

          Section 4.7 ASSUMED CONTRACTS.  True, correct,  and complete copies of
     all  Assumed  Contracts  have been made  available  to the  Purchaser.  The
     Assumed Contracts are legal, valid,  binding, and enforceable in accordance
     with their  respective  terms with respect to LCM and, to the  Knowledge of
     LCM,  each other party to such  Assumed  Contracts  except that  letters of
     intent, memoranda of understanding, and so called teaming agreements may be
     non-binding in accordance with their terms. Schedule 4.7 identifies with an
     asterisk each Assumed  Contract set forth therein that requires the consent
     of or notice to the other party  thereto to avoid any breach,  default,  or
     violation of such contract,  agreement,  or other  instrument in connection
     with the transactions contemplated hereby, including the assignment of such
     Assumed Contract to the Purchaser.

          Section 4.8 INTELLECTUAL PROPERTY. Except as set forth on SCHEDULE 4.8

               (a) No LCM  Intellectual  Property  or  product or service of the
          Business  related  to LCM  Intellectual  Property  is  subject  to any
          proceeding or outstanding decree, order,

                                      -9-
<PAGE>

          judgment,  agreement, or stipulation (i) restricting in any manner the
          use, transfer or licensing thereof by LCM, or (ii) that may affect the
          validity,  use, or enforceability of LCM Intellectual  Property or any
          such product or service.

               (b) LCM owns and has good and  exclusive  title to,  each item of
          LCM  Intellectual  Property,  free and  clear  of any Lien  (excluding
          licenses and related restrictions) except for Permitted Liens.

               (c) To the  Knowledge of LCM, no Person has or is  infringing  or
          misappropriating any LCM Intellectual Property.

          Section 4.9 BROKERS,  FINDERS AND INVESTMENT BANKERS. Neither LCM, nor
     any officer,  member, director or employee of LCM nor any Affiliate of LCM,
     has  employed  any broker,  finder,  or  investment  banker or incurred any
     liability  for  any  investment  banking  fees,  financial  advisory  fees,
     brokerage  fees,  or  finders'  fees in  connection  with the  transactions
     contemplated hereby.

                                   ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         The Purchaser hereby represents and warrants to LCM and the Shareholder
as follows:

          Section  5.1  ORGANIZATION.   The  Purchaser  is  a  corporation  duly
     organized,  validly  existing,  and in good standing  under the Laws of the
     Delaware  as its  jurisdiction  of  incorporation  and  has  all  requisite
     corporate  power and authority to own, lease and operate its properties and
     to carry on its business as now being conducted.

          Section 5.2 AUTHORIZATION.  The Purchaser has full corporate power and
     authority to execute and deliver this Agreement and the Purchaser Ancillary
     Documents,  to perform its  obligations  hereunder  and  thereunder  and to
     consummate the transactions  contemplated hereby and thereby. The execution
     and delivery of this Agreement and the Purchaser Ancillary Documents by the
     Purchaser,  the performance by the Purchaser of its  obligations  hereunder
     and  thereunder,  and the  consummation  of the  transactions  provided for
     herein and therein have been duly and validly  authorized  by all necessary
     corporate action on the part of the Purchaser. This Agreement has been and,
     as of the Closing Date, the Purchaser  Ancillary  Documents  shall be, duly
     executed and delivered by the  Purchaser  and do or shall,  as the case may
     be,  constitute  the  valid  and  binding   agreements  of  the  Purchaser,
     enforceable  against the  Purchaser  in  accordance  with their  respective
     terms, subject to applicable bankruptcy, insolvency, and other similar laws
     affecting  the  enforceability  of  creditors'  rights  generally,  general
     equitable  principles,  and the discretion of courts in granting  equitable
     remedies.

          Section 5.3 ABSENCE OF  RESTRICTIONS  AND  CONFLICTS.  The  execution,
     delivery,  and  performance of this  Agreement and the Purchaser  Ancillary
     Documents,  the  consummation of the transactions  contemplated  hereby and
     thereby  and the  fulfillment  of,  and  compliance  with,  the  terms  and
     conditions  hereof this  Agreement  and thereof do not or shall not (as the
     case may be),  with the  passing  of time or the  giving of notice or both,
     violate or conflict with,

                                      -10-
<PAGE>

     constitute a breach of or default under,  result in the loss of any benefit
     under, or permit the acceleration of any obligation  under, (a) any term or
     provision of the charter  documents of the  Purchaser,  (b) any contract to
     which the Purchaser is a party, (c) any judgment,  decree,  or order of any
     Governmental  Entity  to which  the  Purchaser  is a party or by which  the
     Purchaser or any of its properties is bound,  or (d) any Laws applicable to
     the Purchaser.

                                   ARTICLE VI
                        CERTAIN COVENANTS AND AGREEMENTS

          Section 6.1 CONDUCT OF BUSINESS BY LCM. For the period  commencing  on
     the date  hereof  and ending on the  Closing  Date,  LCM  shall,  except as
     expressly  required hereby and except as otherwise  consented to in advance
     in writing by the  Purchaser.  Perform in all material  respects all of its
     obligations  under  all,  and not  default  or suffer to exist any event or
     condition with notice or lapse of time or both could  constitute or default
     under any Assumed Contract (except those being contested in good faith) and
     not enter into,  assume,  or amend any  contract or  commitment  that is or
     would be an Assumed Contract;

          Section 6.2 NOTICES OF CERTAIN  EVENTS.  LCM shall promptly notify the
     Purchaser of:

               (a) any change or event that,  individually  or in the aggregate,
          have had or could  reasonably  be expected to have a Material  Adverse
          Effect on the Assets or the Assumed Liabilities or otherwise result in
          any  representation  or warranty of LCM hereunder being  inaccurate in
          any material respect;

               (b) any notice or other  communication  from any Person  alleging
          that the consent of such  Person is or may be  required in  connection
          with the transactions contemplated hereby;

               (c) any  notice  or other  communication  from  any  Governmental
          Entity in connection with the transactions contemplated hereby;

               (d)  any  action,  suit,  claim,  investigation,   or  proceeding
          commenced or, to its  Knowledge,  threatened  against,  relating to or
          involving or otherwise  affecting LCM or the Business that, if pending
          on the date hereof,  would have been  required to have been  disclosed
          pursuant  to Section  4.5 or that  relate to the  consummation  of the
          transactions contemplated hereby; and

               (e) any  Asset  or  part  thereof  becoming  the  subject  of any
          proceeding  (or, to the Knowledge of LCM,  threatened  proceeding) for
          the taking thereof or of any right relating  thereto by  condemnation,
          eminent domain, or other similar governmental action.

         LCM hereby acknowledges that the Purchaser does not and shall not waive
any right it may have hereunder as a result of such notifications.

                                      -11-
<PAGE>

          Section  6.3  REASONABLE  EFFORTS;  FURTHER  ASSURANCES;  COOPERATION.
     Subject  to the other  provisions  hereof,  each  Party  shall each use its
     reasonable,  good faith efforts to perform its obligations hereunder and to
     take,  or cause to be  taken,  and do,  or  cause  to be done,  all  things
     necessary,  proper or advisable under applicable Law to obtain all consents
     required as described on SCHEDULE 4.7 and all  regulatory  approvals and to
     satisfy  all  conditions  to its  obligations  hereunder  and to cause  the
     transactions contemplated herein to be effected as soon as practicable, but
     in any event on or prior to the  Expiration  Date, in  accordance  with the
     terms  hereof  and shall  cooperate  fully  with each  other  Party and its
     officers,  directors,  employees,  agents,  counsel,  accountants and other
     designees in connection with any step required to be taken as a part of its
     obligations hereunder.

          Section 6.4 TAXES;  EXPENSES. . Any Taxes or recording fees payable as
     a result of the Acquisition or any other action  contemplated  hereby shall
     be paid by  Purchaser.  The Parties  shall  cooperate  in the  preparation,
     execution, and filing of all returns,  questionnaires,  applications become
     payable in connection  with the  transaction  contemplated  hereby that are
     required or permitted to be filed at or prior to the Closing.

                                  ARTICLE VII
                              CONDITIONS TO CLOSING

          Section 7.1  CONDITIONS TO EACH PARTY'S  OBLIGATIONS.  The  respective
     obligations of each Party to effect the  transactions  contemplated  hereby
     shall be subject to the closing of the  acquisition  of  Purchaser  by U.S.
     Telesis Holdings, Inc. as provided in the Memorandum of Understanding dated
     April 20, 2005.

          Section  7.2  CONDITIONS  TO   OBLIGATIONS   OF  THE  PURCHASER.   The
     obligations  of the Purchaser to consummate the  transactions  contemplated
     hereby  shall be subject to the  fulfillment  at or prior to the Closing of
     each of the following additional conditions:

               (a) INJUNCTION.  There shall be no effective injunction, writ, or
          preliminary  restraining  order or any order of any nature issued by a
          Governmental  Entity of competent  jurisdiction to the effect that the
          Acquisition may not be consummated as provided  herein,  no proceeding
          or lawsuit shall have been  commenced by any  Governmental  Entity for
          the purpose of obtaining any such  injunction,  writ,  or  preliminary
          restraining  order and no written notice shall have been received from
          any  Governmental  Entity  indicating an intent to restrain,  prevent,
          materially delay, or restructure the transactions contemplated hereby,
          in each case where the Closing  would (or would be  reasonably  likely
          to) result in a material  fine or penalty  payable by the Purchaser or
          any of its  Affiliates  or to impose any restraint or  restriction  on
          Purchaser's operation of the Business following the Closing.

               (b) GOVERNMENTAL  CONSENTS.  All consents,  approvals,  orders or
          authorizations of, or registrations, declarations or filings with, all
          Governmental  Entities  required  in  connection  with the  execution,
          delivery,  or  performance  hereof  shall have been  obtained or made,
          except  where the failure to have  obtained or made any such  consent,
          approval,

                                      -12-
<PAGE>

          order, authorization,  registration,  declaration, or filing would not
          result in a material  fine or penalty  payable by the Purchaser or any
          of its  Affiliates or any adverse  effect on the assets,  liabilities,
          results  of  operations,   business,  or  prospects  of  the  Business
          following the Closing.

               (c)  REPRESENTATIONS  AND  WARRANTIES.  The  representations  and
          warranties  of LCM set forth in  Article  IV shall  have been true and
          correct in all  material  respects  as of the date hereof and shall be
          true and correct in all  material  respects as of the Closing  Date as
          though  made  on  and  as of  the  Closing  Date,  except  that  those
          representations  and  warranties  that by their terms are qualified by
          materiality shall be true and correct in all respects.

               (d) NO MATERIAL  ADVERSE EFFECT.  Between the date hereof and the
          Closing  Date,  there shall not have occurred (nor shall the Purchaser
          have become aware of) any Material Adverse Effect;

               (e) ANCILLARY DOCUMENTS.  LCM shall have delivered,  or caused to
          be delivered, to the Purchaser the following:

                    (i)  executed   deeds,   bills  of  sale,   instruments   of
               assignment,   certificates   of  title,   and  other   conveyance
               documents,  dated as of the  Closing  Date,  transferring  to the
               Purchaser  all of LCM's  right,  title and interest in and to the
               Assets,  together with  possession  of the Assets,  including the
               Bill of Sale (the  "BILL OF SALE")  substantially  in the form of
               Exhibit 7.2(e)(i); and

                    (ii)  documents  evidencing  the  assignment  of the Assumed
               Contracts  and  the  assignment  of  any   assignable   Licenses,
               including  the   Assignment   and   Assumption   Agreement   (the
               "ASSIGNMENT AND ASSUMPTION AGREEMENT")  substantially in the form
               of Exhibit 7.2(e)(ii).

          Section 7.3 CONDITIONS TO  OBLIGATIONS OF LCM. The  obligations of LCM
     and the  Shareholder to consummate  the  transactions  contemplated  hereby
     shall be subject to the  fulfillment  at or prior to the Closing of each of
     the following additional conditions:

               (a) INJUNCTION.  There shall be no effective injunction, writ, or
          preliminary  restraining  order or any order of any nature issued by a
          Governmental  Entity of competent  jurisdiction to the effect that the
          Acquisition may not be consummated as provided  herein,  no proceeding
          or lawsuit shall have been  commenced by any  Governmental  Entity for
          the purpose of obtaining any such  injunction,  writ,  or  preliminary
          restraining  order and no written notice shall have been received from
          any  Governmental  Entity  indicating an intent to restrain,  prevent,
          materially delay or restructure the transactions  contemplated hereby,
          in each case where the Closing  would (or would be  reasonably  likely
          to) result in a material fine or penalty  payable by LCM or a material
          restriction on LCM's operations as a result of such matter.

               (b) GOVERNMENTAL  CONSENTS.  All consents,  approvals,  orders or
          authorizations of,

                                      -13-
<PAGE>

          or  registrations,  declarations  or filings  with,  any  Governmental
          Entity  required  in  connection  with  the  execution,   delivery  or
          performance  hereof shall have been obtained or made, except where the
          failure to have  obtained or made any such consent,  approval,  order,
          authorization, registration, declaration or filing would not result in
          a material fine or penalty payable by LCM or a material restriction on
          LCM's operations.

               (c)  REPRESENTATIONS  AND  WARRANTIES.  The  representations  and
          warranties  of the  Purchaser  set forth in  Article V shall have been
          true and  correct in all  material  respects as of the date hereof and
          shall be true and correct in all  material  respects as of the Closing
          Date as though made on and as of the Closing  Date,  except that those
          representations  and  warranties  that by their terms are qualified by
          materiality shall be true and correct in all respects.

               (d) ANCILLARY DOCUMENTS.  The Purchaser shall have delivered,  or
          caused to be delivered, to LCM and the Shareholder the following:

                    (i)  documents  evidencing  the  assumption  of the  Assumed
               Contracts  the  acceptance  of the  Assignable  Licenses  and the
               Assumed  Liabilities,  including the  Assignment  and  Assumption
               Agreement; and

                    (ii) all other  documents  required  to be  entered  into or
               delivered by the  Purchaser  at or prior to the Closing  pursuant
               hereto.

                                  ARTICLE VIII
                                     CLOSING

         The Closing shall occur  simultaneously with the satisfaction or waiver
of the conditions set forth in Article VII, or on such other date as the Parties
may agree.  The  Closing  shall take place at the  offices of Piliero  Goldstein
Kogan & Miller,  LLP; 10 East 53rd Street,  New York, NY 10022, or at such other
place as the Parties may agree.

                                   ARTICLE IX
                                   TERMINATION

          Section 9.1 TERMINATION. This Agreement may be terminated:

               (a) in writing by mutual consent of the Parties;

               (b) by written notice from LCM to the Purchaser, in the event the
          Purchaser  (i) fails to perform  in any  material  respect  any of its
          agreements contained herein required to be performed by it at or prior
          to the Closing or (ii) materially  breaches any of its representations
          and warranties  contained herein, which failure or breach is not cured
          within 10 days  following  LCM having  notified  the  Purchaser of its
          intent to terminate this Agreement pursuant to this Section 9.1(b);

               (c) by written  notice  from the  Purchaser  to LCM, in the event
          either  LCM (i)

                                      -14-
<PAGE>

          fails  to  perform  in any  material  respect  any  of its  agreements
          contained  herein  required to be  performed  by it at or prior to the
          Closing or (ii)  materially  breaches any of its  representations  and
          warranties  contained  herein,  which  failure  or breach is not cured
          within 10 days  following  the  Purchaser  having  notified LCM of its
          intent to terminate this Agreement pursuant to this Section 9.1(c);

               (d) by written notice by LCM to the Purchaser or the Purchaser to
          LCM, as the case may be, in the event the Closing has not  occurred on
          or prior to May 30, 2005 (the "EXPIRATION  DATE") for any reason other
          than delay or nonperformance of the Party seeking such termination.

          Section 9.2 EFFECT OF TERMINATION. In the event of termination of this
     Agreement  pursuant  to this  Article IX, this  Agreement  shall  forthwith
     become void and there shall be no liability on the part of any Party or its
     partners,  officers,  directors  or  stockholders,  except for  obligations
     Section 10.1 (Notices), Section 10.5 (Controlling Law; Amendment),  Section
     11.6 (Consent to Jurisdiction,  Etc.) and Section 10.11 (Transaction Costs)
     and this  Section  9.2, all of which shall  survive the  Termination  Date.
     Notwithstanding  the foregoing,  nothing contained herein shall relieve any
     Party from liability for any breach hereof.

                                      -15-
<PAGE>

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

          Section 10.1  NOTICES.  All  notices,  communications  and  deliveries
     hereunder  shall be made in  writing  signed  by or on  behalf of the Party
     making the same, shall specify the Section pursuant to which it is given or
     being made,  and shall be  delivered  personally  or by UPS Next Day Air or
     other next day courier  (with  evidence  of delivery  and postage and other
     fees prepaid) as follows:


       To the Purchaser: CATCHER, INC.
                         C/O PGKM
                         10 EAST 53RD STREET
                         NEW YORK, NY 10022

                 To LCM: LCM TECHNOLOGIES, INC.
                         1165 VERA CRUZ
                         SAN MARCOS, CA  92069
                         Attn: MR. IRA TABANKIN


or to such  other  representative  or at such  other  address of a party as such
party  may  furnish  to  the  other   parties  in  writing.   Any  such  notice,
communication  or  delivery  shall  be  deemed  given or made (a) on the date of
delivery,  if  delivered  in person,  (b) on the first  Business  Day  following
delivery  to a  overnight  courier  service  or (c) on the  fifth  Business  Day
following it being mailed by registered or certified mail.

          Section 10.2  SCHEDULES AND  EXHIBITS.  The Schedules and Exhibits are
     hereby  incorporated  into this Agreement and are hereby made a part hereof
     as if set out in full herein.

          Section 10.3  ASSIGNMENT;  SUCCESSORS  IN INTEREST.  No  assignment or
     transfer  by any Party of such  Party's  rights and  obligations  hereunder
     shall be made except with the prior written  consent of the other  Parties;
     provided that the  Purchaser  shall,  without the  obligation to obtain the
     prior  written  consent of any other  Party,  be  entitled  to assign  this
     Agreement or all or any part of its rights or obligations  hereunder to one
     or more  Affiliates of the Purchaser.  This Agreement shall be binding upon
     and  shall  inure  to the  benefit  of the  Parties  and  their  respective
     successors and permitted  assigns,  and any reference to a Party shall also
     be a reference to the successors and permitted assigns thereof.

          Section  10.4  CAPTIONS.  The titles,  captions  and table of contents
     contained  herein are inserted  herein only as a matter of convenience  and
     for reference and in no way define,  limit, extend or describe the scope of
     this Agreement or the intent of any provision hereof.

          Section 10.5  CONTROLLING  LAW;  AMENDMENT.  This  Agreement  shall be
     governed by

                                      -16-
<PAGE>

     and  construed  and enforced in  accordance  with the internal  Laws of the
     State of NEW YORK  without  reference  to its  choice  of law  rules.  This
     Agreement may not be amended,  modified,  or supplemented except by written
     agreement of the Parties.

          Section  10.6  CONSENT TO  JURISDICTION,  ETC.  Each Party  hereby the
     County  of New York  irrevocably  agrees  that any Legal  Dispute  shall be
     brought only to the  exclusive  jurisdiction  of the courts of the State of
     New York,  County of New York or the federal courts located in the State of
     New  York,  County of New  York,  and each  Party  hereby  consents  to the
     jurisdiction  of such  courts  (and  of the  appropriate  appellate  courts
     therefrom) in any such suit, action, or proceeding and irrevocable  waives,
     to the fullest  extent  permitted by law, any objection  that it may now or
     hereafter  have to the  laying  of the  venue of any such  suit,  action or
     proceeding  in any  such  court  or that  they any  such  suit,  action  or
     proceeding  that is  brought  in any  such  court  has been  brought  in an
     inconvenient forum.

          Section 10.7 SEVERABILITY.  Any provision hereof that is prohibited or
     unenforceable  in any  jurisdiction  shall,  as to  such  jurisdiction,  be
     ineffective to the extent of such prohibition or  unenforceability  without
     invalidating the remaining  provisions  hereof, and any such prohibition or
     unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
     unenforceable  such  provision  in any other  jurisdiction.  To the  extent
     permitted  by Law,  each  Party  hereby  waives any  provision  of law that
     renders any such provision prohibited or unenforceable in any respect.

          Section 10.8  COUNTERPARTS.  This  Agreement may be executed in two or
     more counterparts,  each of which shall be deemed an original, and it shall
     not be necessary  in making proof of this  Agreement or the terms hereof to
     produce or account for more than one of such counterparts.

          Section  10.9  ENFORCEMENT  OF CERTAIN  RIGHTS.  Nothing  expressed or
     implied herein is intended,  or shall be construed,  to confer upon or give
     any Person  other  than the  Parties,  and their  successors  or  permitted
     assigns, any right, remedy,  obligation, or liability under or by reason of
     this  Agreement,  or  result  in such  Person  being  deemed a  third-party
     beneficiary hereof.

          Section  10.10  WAIVER.  Any  agreement  on the part of a Party to any
     extension  or waiver of any  provision  hereof  shall be valid  only if set
     forth in an instrument in writing  signed on behalf of such Party. A waiver
     by a Party  of the  performance  of any  covenant,  agreement,  obligation,
     condition,  representation,  or warranty shall not be construed as a waiver
     of any other covenant, agreement, obligation, condition, representation, or
     warranty.  A waiver  by any Party of the  performance  of any act shall not
     constitute a waiver of the performance of any other act or an identical act
     required to be performed at a later time.

          Section  10.11  TRANSACTION  COSTS.  Except  as  provided  above or as
     otherwise  expressly  provided herein,  (a) the Purchaser shall pay its own
     fees,  costs  and  expenses   incurred  in  connection   herewith  and  the
     transactions contemplated hereby, including the fees, costs and expenses of
     its  financial  advisors,  accountants  and  counsel,  and  (b) LCM and the

                                      -17-
<PAGE>

     Shareholder  shall  pay  the  fees,  costs  and  expenses  of LCM  and  the
     Shareholder   incurred  in   connection   herewith  and  the   transactions
     contemplated  hereby,  including  the fees,  costs,  and  expenses of their
     financial advisors, accountants and counsel.



                           [Signature Page To Follow]

                                      -18-
<PAGE>

         IN WITNESS  WHEREOF,  the Parties have caused this Agreement to be duly
executed, as of the date first above written.

                                                     CATCHER, INC.


                                                     By:   /s/ Ira Tabankin
                                                         -----------------------
                                                     Name: Ira Tabankin
                                                           ---------------------
                                                     Title: Chairman
                                                            --------------------


                                                     LCM Technologies, Inc.


                                                     By:   /s/ Ira Tabankin
                                                         -----------------------
                                                     Name: Ira Tabankin
                                                           ---------------------
                                                     Title: President
                                                            --------------------

                                      -19-
<PAGE>

                                 EXHIBIT 7(e)(i)

                              FORM OF BILL OF SALE

         (Capitalized  terms  used in this Bill of Sale  that are not  otherwise
defined  herein  have the  respective  meanings  ascribed  thereto  in the Asset
Purchase  Agreement,  dated  as of  the __ day of  April,  2005  (the  "PURCHASE
AGREEMENT"),   by  and  among  Catcher,   Inc.,  a  Delaware   corporation  (the
"PURCHASER"), and LCM Technologies, Inc., a Delaware corporation (the "LCM").



         LCM, in accordance with and subject to terms of the Purchase Agreement,
and for good and  valuable  consideration  to it in hand paid,  sufficiency  and
receipt of which are hereby  acknowledged,  hereby  sells,  transfers,  conveys,
assigns,  and delivers to the  Purchaser,  and the successors and assigns of the
Purchaser,  all its rights,  title and interest in, to, and with respect to, the
following  property (the "ASSETS"),  free and clear of all Liens (except for the
Permitted Liens):



                  1.  except to the extent  relating to the  Excluded  Assets or
         Excluded Liabilities, all information, files, correspondence,  records,
         data,  plans,  reports,  contracts  and recorded  knowledge,  including
         customer,  supplier,  price and mailing  lists,  and all  accounting or
         other books and records of LCM in  whatever  media  retained or stored,
         including  computer  programs  and  disks  pertaining  to  the  Assumed
         Contracts,   Patent  Application,   Trademark   Application,   and  LCM
         Intellectual Property.

         LCM hereby  authorizes the Purchaser to take any appropriate  action to
effectuate  the transfer of the Assets to the Purchaser in  accordance  with the
terms of the  Purchase  Agreement  in the name of LCM or in its own or any other
name.

         TO HAVE AND TO HOLD the Assets,  unto the Purchaser and its  successors
and assigns, to and for its or their use forever.

         And LCM does hereby warrant,  covenant and agree for the benefit of the
Purchaser,  and subject to the terms and conditions and limitations set forth in
the Purchase Agreement, that LCM:

                  1.  shall  warrant  and  defend  the sale of the Assets to the
         Purchaser against each and every Person whomsoever  claiming or who may
         claim against any or all of the Assets;

                  2. shall take all sets  necessary to put the  Purchaser or its
         successors and assigns in actual  possession  and operating  control of
         the Assets; and

                  3. shall do,  execute and deliver,  or shall cause to be done,
         executed

                                      -20-
<PAGE>

         and delivered, all such further acts and instruments that the Purchaser
         may reasonably request in order to fully effectuate the sale, transfer,
         conveyance,  assignment,  and delivery of the Assets in accordance with
         the terms and conditions and subject to the limitations of the Purchase
         Agreement.

         In the event of a conflict  between  the terms and  conditions  of this
Bill of Sale and the Purchase Agreement,  the terms,  conditions and limitations
of the Purchase Agreement shall prevail.

                                      -21-
<PAGE>

         IN WITNESS  WHEREOF,  LCM has caused  this Bill of Sale to be signed by
its authorized officer on this __ day of April, 2005.



                                       CATCHER, INC.




                                       ___________________________________
                                       By:

                                                Name:

                                                Title:



                                      -22-
<PAGE>


                                EXHIBIT 7(e)(iii)
                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT



         ASSIGNMENT AND ASSUMPTION  AGREEMENT,  dated this __ day of April, 2005
(this "AGREEMENT") by and between LCM TECHNOLOGIES, INC., a Delaware corporation
("LCM"), and CATCHER, INC., a Delaware corporation (the "ASSIGNEE").



         WHEREAS,  the  parties  hereto  have  entered  into an  Asset  Purchase
Agreement,  dated as of April __, 2005 (the  "PURCHASE  AGREEMENT";  capitalized
terms not otherwise  defined herein shall have the respective  meanings ascribed
thereto in the Purchase  Agreement),  pursuant to which, among other things, LCM
has agreed to sell,  and the Assignee has agreed to  purchase,  certain  assets,
rights,  and interest  owned by LCM and certain  assets,  rights,  and interests
otherwise  utilized in the operation of, or otherwise in  connection  with,  the
Business (as defined in the Purchase Agreement);



         WHEREAS,   LCM  has  entered  into  or  executed  various   agreements,
instruments, and other documents in connection with the Business; and



         WHEREAS,  in  accordance  with  the  terms of the  Purchase  Agreement,
subject to the terms and conditions  thereof and of this Agreement,  LCM desires
to assign,  and the  Assignee  desires to  assume,  certain of such  agreements,
instruments, and other documents.



         NOW,  THEREFORE,  in consideration  of the premises hereof,  the mutual
representations,  warranties,  covenants,  and  agreements  set  forth  in  this
Agreement and the Purchase Agreement and other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged,  each party hereto
intending to be legally bound, does hereby agree as follows:


                                      -23-
<PAGE>

                                    ARTICLE I

                            ASSIGNMENT AND ASSUMPTION



SECTION 1.1.      ASSIGNMENT.



         In accordance with the terms and conditions of the Purchase  Agreement,
LCM hereby  assigns,  transfers,  conveys,  and delivers to the Assignee all its
rights, title and interest in, under, and with respect to:



                  (a) the Assumed  Contracts  (including all monies remaining to
         be paid to LCM thereunder);



                  (b) all patents,  patent  applications  (including  the Patent
         Application),  copyrights,  copyright applications,  methods, know-how,
         software, technical documentation,  processes, procedures,  inventions,
         trade secrets,  trademarks,  trade names, service marks, service names,
         registered user names,  technology,  research records,  data,  designs,
         plans,   drawings,   manufacturing   know-how  and  formulas,   whether
         patentable  or  unpatentable,  and other  intellectual  or  proprietary
         rights or property of LCM (and all rights  thereto,  goodwill  therein,
         and  applications  therefore  including  the  Trademark  Applications),
         including all LCM Intellectual Property; and


                  (c) all rights in and under all express or implied guarantees,
         warranties, representations, covenants, indemnities, and similar rights
         in favor of LCM



free and clear of all Liens  (except  for the  Permitted  Liens and the  Assumed
Liabilities)  (such  assignment,   transfer,   conveyance,   and  delivery,  the
"ASSIGNMENT").



SECTION 1.2       ACCEPTANCE AND ASSUMPTION.



         The Assignee  hereby  accepts the  Assignment and takes and assumes the
unperformed or unfulfilled  obligations and liabilities of LCM,  effective as of
the  date  hereof  with  respect  to  the  items  listed  in  Section  1.1  (the
"ASSUMPTION"). [Without limiting the generality of the foregoing, the Assumption
shall not  include  any  obligation  or  Liability  with  respect  to any of the
Excluded Liabilities.]

                                      -24-
<PAGE>

                                   ARTICLE II

                               GENERAL PROVISIONS



SECTION 2.1       FURTHER ACTION



         Each Party shall  execute and deliver such  documents  and other papers
and take such  further  actions as may be  reasonably  required to carry out the
provisions hereof and give effect to the transactions contemplated hereby.



SECTION 2.2       HEADINGS.



         The headings  contained in this  Agreement are for  reference  purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.



SECTION 2.3       SEVERABILITY.



         If any term or other  provision of this Agreement is invalid,  illegal,
or incapable of being  enforced by any rule of applicable  Law or public policy,
all other conditions and provisions of this Agreement shall nevertheless  remain
in full  force and  effect so long as the  economic  or legal  substance  of the
transactions  contemplated  hereby  is not  affected  in any  manner  materially
adverse  to any party  hereto.  Upon such  determination  that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original  intent of the  parties  hereto as  closely as  possible  in a mutually
acceptable  manner  in  order  that  the  transactions  contemplated  hereby  be
consummated as originally contemplated to the greatest extent possible.



                                      -25-
<PAGE>

SECTION 2.4       ENTIRE AGREEMENT.



         This Agreement, together the Purchase Agreement, constitutes the entire
agreement of the parties  hereto with respect to the subject  matter  hereof and
supersedes all prior agreements and undertakings,  both written and oral, except
as otherwise  expressly  provided herein. In the event of a conflict between the
terms and conditions of this Agreement and the Purchase Agreement, the terms and
conditions of the Purchase Agreement shall prevail.



SECTION 2.5       ASSIGNMENT.



         Neither party hereto may assign this Agreement or any rights hereunder,
or delegate any obligations hereunder,  without the prior written consent of the
other party; PROVIDED, HOWEVER, the Assignee may assign this Agreement or any of
its rights hereunder,  and the delegate any of its obligations hereunder, to any
of its Affiliates without the consent of LCM; provided such assignment shall not
relieve  Assignee  of its  obligations  hereunder  or  pursuant to the terms and
conditions of the Purchase Agreement.



SECTION 2.6       NO THIRD-PARTY BENEFICIARIES.



         This  Agreement is for the sole benefit of the parties hereto and their
permitted  assigns and  nothing  herein,  express or implied,  is intended to or
shall  confer upon any other Person any legal or equitable  right,  benefit,  or
remedy of any nature whatsoever under or by reason of this Agreement.



SECTION 2.7       AMENDMENT; WAIVER.



         No amendment,  modification,  or  termination  of any provision of this
Agreement  shall be  effective  unless the same shall be  contained in a writing
signed by each party  hereto.  The  failure of the  applicable  party  hereto to
insist upon the strict performance of any term, condition, or other provision of
this  Agreement  or to  exercise  any  right  or  remedy  hereunder,  shall  not
constitute a waiver by such  applicable  party of any such term,  condition,  or
other  provision  or a waiver of any  default or event of default in  connection
therewith;  and any  waiver by an  applicable  party  hereto  of any such  term,
condition,  other  provision,  default or event of  default  shall not affect or
alter this  Agreement,  and each and every term,  condition and other  provision

                                      -26-
<PAGE>

hereof  shall,  in such  event,  continue  in full force and effect and shall be
operative with respect to any other then existing or subsequent default or event
of default.



SECTION 2.8       GOVERNING LAW.



         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the internal Laws of the State of New York without  reference to
its choice of law rules.



SECTION 2.9       COUNTERPARTS.



         This Agreement may be executed in one or more counterparts,  and by the
different parties hereto in separate  counterparts,  each of which when executed
shall be  deemed  to be an  original,  but all of  which  taken  together  shall
constitute one and the same agreement.


                                      -27-
<PAGE>

         IN WITNESS  WHEREOF,  each party hereto has caused this Agreement to be
executed  as of the date  first  written  above by its  officer  thereunto  duly
authorized.



                                             CATCHER, INC.




                                             ___________________________________
                                             By:

                                                      Name:

                                                      Title:



                                             LCM TECHNOLOGIES, INC.




                                             ___________________________________

                                             By:

                                                      Name:

                                                      Title:



                                      -28-