CATCHER HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c41568_ex10-2.txt
<TEXT>
                                                                    EXHIBIT 10.2

         THE SECURITIES  REPRESENTED  HEREBY MAY NOT BE  TRANSFERRED  UNLESS (I)
SUCH  SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF
1933,  AS  AMENDED  OR (II) THE  COMPANY  HAS  RECEIVED  AN  OPINION  OF COUNSEL
REASONABLY  SATISFACTORY  TO IT THAT SUCH  TRANSFER MAY LAWFULLY BE MADE WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION  UNDER APPLICABLE
STATE SECURITIES LAWS.

         THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON [_______],
2011 (the "EXPIRATION DATE").

No. D-[____]

                             CATCHER HOLDINGS, INC.
                      WARRANT TO PURCHASE [_____] SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

For VALUE  RECEIVED,  [__________]  ("Warrantholder"),  is entitled to purchase,
subject to the  provisions  of this  Warrant,  from  Catcher  Holdings,  Inc., a
Delaware  corporation  (the  "Company"),  at any time not later  than 5:00 P.M.,
Eastern time, on the Expiration  Date (as defined  above),  at an exercise price
per share equal to $3.50 (the  exercise  price in effect being herein called the
"Warrant  Price"),  [_____]  shares  ("Warrant  Shares) of the Company's  Common
Stock,  par  value  $0.001  per  share  ("Common  Stock").  The  Warrant  Shares
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time as described  herein.  Section 1.  REGISTRATION.
The Company  shall  maintain  books for the  transfer  and  registration  of the
Warrant.  Upon the initial issuance of this Warrant, the Company shall issue and
register the Warrant in the name of the Warrantholder.

         Section  2.  TRANSFERS.   As  provided  herein,  this  Warrant  may  be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  or an  exemption  from such
registration.  Subject to such  restrictions,  the Company  shall  transfer this
Warrant  from time to time upon the books to be  maintained  by the  Company for
that  purpose,   upon  surrender  thereof  for  transfer  properly  endorsed  or
accompanied by appropriate instructions for transfer and such other documents as
may be  reasonably  required  by the  Company,  including,  if  required  by the
Company,  an opinion  of the  Warrantholder's  counsel  to the effect  that such
transfer is exempt from the registration  requirements of the Securities Act, to
establish that such transfer is being made in accordance  with the terms hereof,
and a new Warrant shall be issued to the transferee and the surrendered  Warrant
shall be canceled by the Company.

         Section 3. EXERCISE OF WARRANT.  Subject to the provisions  hereof, the
Warrantholder  may exercise the Warrant in whole or in part at any time prior to
its expiration upon surrender of the Warrant, together with delivery of the duly
executed  Warrant  exercise  form attached  hereto as Appendix A (the  "Exercise
Agreement")  and payment by cash,  certified check or wire transfer of funds for
the  aggregate  Warrant  Price for that  number of  Warrant  Shares  then  being


<PAGE>

purchased,  to the Company  during normal  business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the Warrantholder).  The Warrant Shares
so  purchased  shall  be  deemed  to be  issued  to  the  Warrantholder  or  the
Warrantholder's  designees,  as the record owner of such shares, as of the close
of business on the date on which this Warrant  shall have been  surrendered  (or
evidence  of loss,  theft or  destruction  thereof  and  security  or  indemnity
satisfactory  to the  Company),  the Warrant  Price shall have been paid and the
completed  Exercise  Agreement shall have been delivered.  Certificates  for the
Warrant  Shares  so  purchased,  representing  the  aggregate  number  of shares
specified in the  Exercise  Agreement,  shall be delivered to the  Warrantholder
within reasonable time, not exceeding five (5) business days, after this Warrant
shall have been so exercised.  The  certificates  so delivered  shall be in such
denominations as may be requested by the  Warrantholder  and shall be registered
in the name of the  Warrantholder  or such other name as shall be  designated by
the Warrantholder. If this Warrant shall have been exercised only in part, then,
unless this Warrant has expired,  the Company shall, at its expense, at the time
of delivery of such  certificates,  deliver to the  Warrantholder  a new Warrant
representing  the number of shares with  respect to which the Warrant  shall not
then have been exercised. As used herein, "business day" means a day, other than
a Saturday  or Sunday,  on which banks in New York City are open for the general
transaction   of  business.   Each   exercise   hereof  shall   constitute   the
re-affirmation  by the  Warrantholder  that the  representations  and warranties
contained in Section 3.2 of the  Securities  Purchase  Agreement  (the "Purchase
Agreement") dated as of [_______],  2006 between the Company and the Subscribers
thereto  are true and  correct  in all  material  respects  with  respect to the
Warrantholder as of the time of such exercise.

         Section  4.  COMPLIANCE  WITH THE  SECURITIES  ACT OF 1933.  Except  as
provided in the Purchase  Agreement,  the Company may cause the legend set forth
on the first  page of this  Warrant  to be set forth on each  Warrant or similar
legend on any security issued or issuable upon exercise of this Warrant,  unless
counsel  for the  Company is of the  opinion as to any such  security  that such
legend is unnecessary.

         Section 5. PAYMENT OF TAXES. The Company will pay any documentary stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the  Warrantholder  in respect of which such  shares are
issued,  and in such case, the Company shall not be required to issue or deliver
any  certificate  for Warrant Shares or any Warrant until the person  requesting
the same has paid to the  Company the amount of such tax or has  established  to
the  Company's  reasonable  satisfaction  that  such  tax  has  been  paid.  The
Warrantholder shall be responsible for income taxes due under federal,  state or
other law, if any such tax is due.

         Section 6. MUTILATED OR MISSING WARRANTS. In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.

         Section 7.  RESERVATION OF COMMON STOCK.  The Company hereby  covenants
that there will be  reserved,  and the  Company  shall at all  applicable  times
thereafter  keep reserved



                                       2
<PAGE>

until  issued  (if  necessary)  as  contemplated  by this  Section 7, out of the
authorized and unissued shares of Common Stock, sufficient shares to provide for
the exercise of the rights of purchase  represented by this Warrant. The Company
agrees that all Warrant Shares issued upon due exercise of the Warrant shall be,
at the time of  delivery  of the  certificates  for such  Warrant  Shares,  duly
authorized, validly issued, fully paid and non-assessable shares of Common Stock
of the  Company.  The  Company  shall  take  such  reasonable  action  as may be
necessary  to assure that such Warrant  Shares may be issued as provided  herein
without  violation of any applicable law or regulation or of any  requirement of
the trading market upon which the Common Stock may be listed.

         Section 8. ADJUSTMENTS.  Subject and pursuant to the provisions of this
Section 8, unless waived in a particular case by the Warrantholder,  the Warrant
Price and number of Warrant  Shares  subject to this Warrant shall be subject to
adjustment from time to time as set forth hereinafter.

                 (a) If the  Company  shall,  at any  time or from  time to time
while this Warrant is outstanding,  pay a dividend or make a distribution on its
Common Stock in shares of Common  Stock,  subdivide  its  outstanding  shares of
Common Stock into a greater number of shares or combine its  outstanding  shares
of Common Stock into a smaller number of shares or issue by  reclassification of
its  outstanding  shares  of  Common  Stock  any  shares  of its  capital  stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the Company is continuing the  corporation),  then the number of
Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in
effect  immediately  prior to the date  upon  which  such  change  shall  become
effective, shall be adjusted by the Company so that the Warrantholder thereafter
exercising  the  Warrant  shall be  entitled  to receive the number of shares of
Common Stock or other capital stock which the Warrantholder  would have received
if the Warrant had been exercised  immediately  prior to such event upon payment
of the Warrant Price. Such adjustments  shall be made successively  whenever any
event listed above shall occur.

                 (b) If the  Company  shall,  at any  time or from  time to time
while this Warrant is outstanding,  reclassify its capital stock, consolidate or
merge with or into another  corporation  (where the Company is not the surviving
corporation  or where there is a change in or  distribution  with respect to the
Common Stock), or sell, transfer or otherwise dispose of its property, assets or
business   to  another   corporation   and,   pursuant  to  the  terms  of  such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in lieu of common
stock of the successor or acquiring  corporation ("Other  Property"),  are to be
received by or distributed to the holders of Common Stock of the Company,  then,
from and after the consummation of such transaction or event, the  Warrantholder
shall have the right  thereafter to receive,  instead of the Warrant Shares,  at
the sole option of the Warrantholder,  upon exercise of this Warrant, the number
of shares of common stock of the  successor or acquiring  corporation  or of the
Company, if it is the surviving corporation,  and Other Property receivable upon
or as a result of such reorganization,  reclassification,  merger, consolidation
or  disposition of assets by a  Warrantholder  of the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to such event. The
foregoing  provisions of this Section 8(b) shall  similarly  apply to successive
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.



                                       3
<PAGE>

                 (c)  Anything  herein  to  the  contrary  notwithstanding,  the
Company shall not be required to make any adjustment to the Warrant Price in the
case of the issuance of (A) capital  stock,  options or  convertible  securities
issued to  directors,  officers,  employees  or  consultants  of the  Company in
connection with their service as directors of the Company,  their  employment by
the Company or their  retention  as  consultants  by the Company  pursuant to an
equity compensation program approved by the Board of Directors of the Company or
the compensation  committee of the Board of Directors of the Company, (B) shares
of the  Common  Stock  issued  upon the  conversion  or  exercise  of options or
convertible  securities  issued prior to the date hereof,  (C) securities issued
pursuant to the Purchase  Agreement and the securities  issued upon the exercise
or  conversion  of those  securities,  and (D) shares of Common  Stock issued or
issuable by reason of a dividend, stock split or other distribution on shares of
Common Stock (but only to the extent that such a dividend, split or distribution
results in an adjustment in the Warrant Price  pursuant to the other  provisions
of this Warrant).

         Section 9.  FRACTIONAL  INTEREST.  The Company shall not be required to
issue  fractions  of Warrant  Shares upon the exercise of this  Warrant.  If any
fractional  share of Common Stock would,  except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise,  the Company,  in
lieu  of  delivering  such  fractional  share,   shall  pay  to  the  exercising
Warrantholder  an amount in cash  equal to the Market  Price of such  fractional
share of Common Stock on the date of exercise.

         Section 10.  BENEFITS.  Nothing in this  Warrant  shall be construed to
give  any  person,   firm  or  corporation  (other  than  the  Company  and  the
Warrantholder)  any legal or equitable  right,  remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrantholder.

         Section 11. NOTICES TO  WARRANTHOLDER.  Upon the happening of any event
requiring an adjustment of the Warrant Price or number of Warrant Shares subject
to this Warrant,  the Company shall  promptly give written notice thereof to the
Warrantholder  at the address  appearing in the records of the Company,  stating
the adjusted  Warrant Price and the adjusted number of Warrant Shares  resulting
from such event and setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based.  Failure to give such notice
to the  Warrantholder  or any defect  therein  shall not affect the  legality or
validity  of the  subject  adjustment.



                                       4
<PAGE>

         Section 12. NOTICES.  Unless otherwise provided, any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or  facsimile,  then such  notice  shall be deemed  given upon  receipt of
confirmation of complete  transmittal,  (iii) if given by mail, then such notice
shall be deemed  given  upon the  earlier of (A)  receipt of such  notice by the
recipient  or (B) three days after such notice is deposited in first class mail,
postage prepaid,  (iv) if given by an internationally  recognized  overnight air
courier,  then such notice shall be deemed given one business day after delivery
to such carrier and (v) if given by  electronic  mail with no notice of delivery
failure,  then such notice shall be deemed given upon the date of delivery.  All
notices shall be addressed as follows:  if to the Warrantholder,  at its address
as set forth in the Company's  books and records and, if to the Company,  at the
address as follows, or at such other address as the Warrantholder or the Company
may designate by ten days' advance written notice to the other:

                                    If to the Company:

                                    Catcher Holdings, Inc.
                                    5864 Owens Avenue, Suite 101
                                    Carlsbad, CA 92008
                                    Attention: Jeff Gilford
                                    Fax: (760) 804-1626
                                    Email: jgilford@catcherinc.com


                                    With a copy to:

                                    Morrison & Foerster LLP
                                    12531 High Bluff Drive, Suite 100
                                    San Diego, CA 92130
                                    Attn: Jeremy D. Glaser
                                    Fax: (858) 523-2822
                                    Email: jglaser@mofo.com

         Section  13.  REGISTRATION  RIGHTS.  The  Common  Stock  issuable  upon
exercise  of this  Warrant  shall be subject to certain  registration  rights as
provided in that certain Registration Rights Agreement delivered  simultaneously
with the Purchase  Agreement.  Any subsequent  Warrantholder  may be entitled to
such rights.

         Section 14.  SUCCESSORS.  All the covenants and provisions hereof by or
for the benefit of the Warrantholder  shall bind and inure to the benefit of its
respective successors and assigns hereunder.

         Section 15. GOVERNING LAW;  CONSENT TO JURISDICTION;  WAIVER OF JURY BY
TRIAL.  This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of Delaware,  without  reference to the choice of law
provisions   thereof.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each  irrevocably  submits to the exclusive  jurisdiction of the
courts of the State of  Delaware  located  in the  County of New  Castle for the
purpose  of any suit,  action or  proceeding  contemplated  hereby.  Service  of
process in connection with any such suit,  action or proceeding may be served on
each party hereto anywhere in the world by the same



                                       5
<PAGE>

methods  as are  specified  for the giving of notices  under this  Warrant.  The
Company and, by accepting  this Warrant,  the  Warrantholder,  each  irrevocably
consents  to the  jurisdiction  of any such  court in any such  suit,  action or
proceeding  and to the  laying  of venue in such  court.  The  Company  and,  by
accepting this Warrant, the Warrantholder, each irrevocably waives any objection
to the laying of venue of any such suit,  action or  proceeding  brought in such
courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF THE
COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT
TO REQUEST A TRIAL BY JURY IN ANY  LITIGATION  WITH  RESPECT TO THIS WARRANT AND
REPRESENTS  THAT  COUNSEL HAS BEEN  CONSULTED  SPECIFICALLY  AS TO THIS  WAIVER.

         Section  16. NO RIGHTS AS  STOCKHOLDER.  Prior to the  exercise of this
Warrant,  the  Warrantholder  shall  not  have  or  exercise  any  rights  as  a
stockholder of the Company by virtue of its ownership of this Warrant.

         Section  17.  AMENDMENT;  WAIVER.  This  Warrant  is one of a class  of
Warrants of like tenor issued by the Company pursuant to the Purchase  Agreement
and   initially   covering  an  aggregate  of  [____]  shares  of  Common  Stock
(collectively the "Series D Warrants").  Any term of this Warrant may be amended
or waived upon the written  consent of the Company and the holders of the Series
D Warrants  representing  at least 50% of the  number of shares of Common  Stock
then subject to all  outstanding  Series D Warrants  (the  "Majority  Holders");
PROVIDED,  that (x) any such  amendment  or waiver  must  apply to all  Series D
Warrants of the same tenor; and (y) the number of Warrant Shares subject to this
Warrant,  the Warrant Price and the Expiration Date may not be amended,  and the
right to exercise this Warrant may not be altered or waived, without the written
consent of the Warrantholder.

         Section 18. SECTION HEADINGS.  The section headings in this Warrant are
for the  convenience of the Company and the  Warrantholder  and in no way alter,
modify, amend, limit or restrict the provisions hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       6
<PAGE>


         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the 14th day of March, 2006.

                                               CATCHER HOLDINGS, INC.



                                               By:      ________________________
                                               Name:    Jeff Gilford
                                               Title:   Chief Financial Officer



                                       7
<PAGE>


                                   APPENDIX A
                             CATCHER HOLDINGS, INC.
                              WARRANT EXERCISE FORM

To:  Catcher Holdings, Inc.:

         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant ("Warrant") for, and to purchase
thereunder by the payment of the Warrant Price and surrender of the Warrant,
___________ shares of Common Stock ("Warrant Shares") provided for therein, and
requests that certificates for the Warrant Shares be issued as follows:

                           _____________________________________
                           Name

                           _____________________________________
                           Address

                           _____________________________________
                           Federal Tax ID or Social Security No.

         and delivered by (certified mail to the above address, or
electronically (provide DWAC Instructions: ____________________), or (other
(specify): _________________________), and, if the number of Warrant Shares
shall not be all the Warrant Shares purchasable upon exercise of the Warrant,
that a new Warrant for the balance of the Warrant Shares purchasable upon
exercise of this Warrant be registered in the name of the undersigned
Warrantholder or the undersigned's Assignee as below indicated and delivered to
the address stated below.

Dated: _______________, ____

Note:  The  signature  must  correspond  with the name of the  Warrantholder  as
written on the first page of the Warrant in every particular, without alteration
or enlargement or any change whatever, unless the Warrant has been assigned.

                                Warrant Signature:     _________________________

                                Name (please print):   _________________________

                                                       _________________________
                                                       Address

                                                       _________________________
                                                       Federal Identification or
                                                       Social Security No.
</TEXT>
</DOCUMENT>
