EXHIBIT 4.1


      FORM OF AMENDMENT NO. 1 TO SERIES A WARRANTS AND SERIES B WARRANTS
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THIS  AMENDMENT  NO.  1 TO  SERIES  A  WARRANTS  AND  SERIES  B  WARRANTS  (this
"Amendment"),  effective as of February 2, 2006 (the "Amendment  Date"),  amends
those  certain  Series A Warrants and Series B Warrants (as amended from time to
time, the "Warrants") issued by Catcher Holdings,  Inc., a Delaware  corporation
(the "Company"), having a place of business at 39526 Charlestown Pike, Hamilton,
Virginia 20158, to each of the holders of the Warrants.

                                    RECITALS:

WHEREAS,  the Company  (formerly known as U.S. Telesis  Holdings,  Inc.) and the
Holders have previously entered into that certain Registration Rights Agreement,
dated as of May 4, 2005,  by and among the Company and the  investors  listed on
Exhibit A thereto (the "Registration Rights Agreement").

        WHEREAS,  the  Warrants  provide in Section 18 thereof that the Warrants
may be amended  upon the  written  consent of the  Company  and the holders of a
majority  of the shares of common  stock of the  Company  (the  "Common  Stock")
subject to the Warrants; and

WHEREAS,  the Company and the holders of the shares of Common  Stock  subject to
the  Warrants  desire to amend and restate the  Warrants as set forth  herein to
clarify that the  reference  in Section 13 of the Warrants to the  "Registration
Rights Agreement" is to the "Amended and Restated Registration Rights Agreement,
dated as of February 2, 2006".

NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and the mutual
covenants set forth below, the parties hereto agree as follows:

        1.      AMENDMENT.  The  reference  in Section 13 of the Warrants to the
"Registration  Rights  Agreement" in the Warrants is hereby amended to reference
the "Amended and Restated Registration Rights Agreement, dated as of February 2,
2006, as amended from time to time".

        2.      MISCELLANEOUS.  All terms used,  but not  defined,  herein shall
have the respective meanings set forth in the Warrants.  This Amendment shall be
effective  for all  purposes  as of the  Amendment  Date.  Except  as  otherwise
expressly  modified by this  Amendment,  the Warrants shall remain in full force
and effect in accordance with their terms.  This Amendment shall be governed by,
interpreted  and  construed  in  accordance  with  the  laws  of  the  State  of
California, without regard to conflicts of law principles. This Amendment may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the
Amendment Date.

Catcher Holdings, Inc.                   Holder

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