EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.49

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”), dated December 4, 2007 (“Effective Date”), is between Catcher, Inc. a Delaware corporation (the “Company”), and Allan Rakos (“Executive”).

a. Position. Executive is employed by the Company to render services to the Company in the positions of President and Chief Operations Officer of the Company and Catcher Holding, Inc (“Catcher Holdings”) or other executive management position as requested by the Company’s or Catcher Holdings’ Chief Executive Officer (“CEO”) and/or respective Boards of Directors (“Board”). Executive shall perform such duties and responsibilities as are normally related to Executive’s positions as President and Chief Operations Officer in accordance with the standards of the industry and any additional duties now or hereafter assigned to Executive by the CEO and/or the Board (collectively “Services”). Executive shall abide by the rules, regulations, and practices as adopted or modified from time to time in the Company’s sole discretion. Executive will devote Executive’s full time efforts to the provision of Services under this Agreement, except as set forth in paragraph (b) below.

b. Other Activities. Except upon the prior written consent of the Company, Executive will not, during the term of this Agreement: (i) be employed elsewhere; (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with Executive’s duties and responsibilities hereunder or create a conflict of interest with the Company; or (iii) acquire any interest of any type in any other business which is in competition with the Company, provided, however, that the foregoing shall not be deemed to prohibit the Executive from acquiring solely as an investment up to five percent (5%) of the outstanding equity interests of any publicly-held company.

c. No Conflict. Executive represents and warrants that Executive’s execution of this Agreement and performance of Services under this Agreement will not violate any obligations Executive may have to any other employer, person or entity, including any obligations to keep in confidence proprietary information, knowledge, or data acquired by Executive in confidence or in trust prior to becoming an employee of the Company.

d. Term of Employment. The term of this Agreement shall be for: (i) a period of three years after the Effective Date (“Term”); or (ii) the date upon which Executive’s employment is terminated in accordance with Section 3. Where the Agreement is terminated upon expiration of the Term, the Company shall pay to Executive all compensation to which Executive is entitled up through the effective date of termination according to its normal payroll practices, and the Company shall not have any further obligations under this Agreement.

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a. Base Salary. In consideration of the Services to be rendered under this Agreement, the Company shall pay Executive a gross salary at the rate of Fourteen Thousand Five Hundred And Eighty-Three Dollars And Thirty-Three Cents ($14,583.33) per month, less applicable withholdings (“Base Salary”). The Base Salary shall be paid in accordance with the Company’s normal payroll practices.

b. Annual Bonus. In further consideration of the Services to be rendered under this Agreement, Executive shall be eligible to receive an annual bonus between zero percent (0%) and fifty percent (50%) of Executive’s annual Base Salary based on achievement of goals and objectives established by the Company (“Annual Bonus”). Any Annual Bonus earned by Executive will be paid within two-and-one-half months of the end of the year in which it was earned. Executive must remain employed with the Company through the end of the calendar year at issue in order to be eligible to receive the Annual Bonus.

c. Stock Options. In further consideration of the Services to be rendered under this Agreement, Catcher Holdings shall grant Executive an option to purchase three hundred thousand (300,000) shares of Catcher Holdings’ Common Stock (“Stock Option”) vesting over a three (3) year period as follows: (i) 1/3 of the shares shall vest on the first anniversary of the grant date; and (ii) 1/24 of the remaining shares or equity interest shall vest monthly thereafter commencing with the date which is one (1) month after the first anniversary of the grant date, until all shares are fully vested. Executive’s entitlement to the Stock Option is conditioned upon the Board’s approval of the Stock Option and Executive’s signing of Catcher Holdings’ Stock Option Agreement. The Stock Option is subject to the terms of the Stock Option Agreement, the 2005 Stock Incentive Plan and related documents adopted by Catcher Holdings’ Board (“Stock Option Documents”).

d. Restricted Stock. In further consideration of the Services to be rendered under this Agreement, Catcher Holdings shall grant Executive one hundred thousand (100,000) shares of Catcher Holdings’ Restricted Stock (“Restricted Stock”) vesting over a three (3) year period as follows: (i) 1/3 of the shares shall vest on the first anniversary of the grant date; and (ii) 1/24 of the remaining shares or equity interest shall vest monthly thereafter commencing with the date which is one (1) month after the first anniversary of the grant date, until all shares are fully vested. Executive’s entitlement to the Restricted Stock is conditioned upon Catcher Holdings’ Board’s approval and Executive’s signing of Catcher Holdings’ Restricted Stock Award Agreement. The Restricted Stock is subject to the terms of the Restricted Stock Award Agreement, the Catcher Holdings, Inc. 2005 Stock Incentive Plan and related documents adopted by Catcher Holdings’ Board and is subject to compliance with all applicable federal and state securities laws (“Restricted Stock Documents”). Executive acknowledges that Catcher Holdings will not grant the Restricted Stock until such time as an S-8 Registration Statement covering such shares of Restricted Stock has been filed with the Securities and Exchange Commission and is effective. Executive understands and acknowledges that Executive is solely responsible for payment of all taxes relating to the Restricted Stock and will not request any assistance from the Company in the payment of these taxes.

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e. Stock Bonus. In consideration of achieving the objectives set forth in this paragraph, Catcher Holdings shall grant Executive up to two hundred fifty thousand (250,000) fully vested shares of Catcher Holdings’ Common Stock (the “Stock Bonus”) as follows: (i) sixty two thousand five hundred (62,500) shares of the Stock Bonus shall be granted upon the realization by Vivato Networks, Inc., Catcher Holdings’ wholly owned subsidiary (“Vivato”), of revenue in excess of $625,000 for the fiscal quarter ended December 31, 2007 and (ii) an additional one share of the Stock Bonus shall be granted upon the realization by Vivato of each $2.00 of revenue in excess of $625,000 for the fiscal quarter ended December 31, 2007 up to the full amount of the Stock Bonus upon the realization by Vivato of $1,000,000 of revenue for the fiscal quarter ended December 31, 2007. The Stock Bonus is subject to the terms of the Catcher Holdings, Inc. 2005 Stock Incentive Plan and related documents adopted by Catcher Holdings’ Board and is subject to compliance with all applicable federal and state securities laws (“Stock Bonus Documents”). Executive acknowledges that Catcher Holdings will not grant the Stock Bonus until such time as an S-8 Registration Statement covering such shares of the Stock Bonus has been filed with the Securities and Exchange Commission and is effective. Executive understands and acknowledges that Executive is solely responsible for payment of all taxes relating to the Stock Bonus and will not request any assistance from the Company in the payment of these taxes.

f. Employment Benefit Plans. In further consideration of the Services to be rendered under this Agreement, Executive will be entitled to participate in retirement plans, group health, hospitalization and disability or other insurance plans, and other employee welfare benefit plans generally made available to other similarly-situated employees of the Company, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company’s sole discretion.

g. Expenses. The Company will pay or reimburse Executive for all normal and reasonable travel and entertainment expenses incurred by Executive in connection with Executive’s responsibilities to the Company upon submission of proper vouchers and documentation in accordance with the Company’s expense reimbursement policy.

The employment of Executive shall be “at-will” at all times. The Company or Executive may terminate Executive’s employment with the Company at any time, without any advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. Following the termination of Executive’s employment, the Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination. Thereafter, all obligations of the Company under this Agreement shall cease other than those set forth in Section 4.

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h. Termination by Company for Cause. Where the Company terminates Executive’s employment for Cause, all obligations of the Company under this Agreement shall cease. For purposes of this Agreement, “Cause” shall mean: (i) Executive engages in a material act of misconduct, including but not limited to misappropriation of trade secrets, fraud, or embezzlement; (ii) Executive commits a crime involving dishonesty, breach of trust, or physical harm to any person; (iii) Executive breaches this Agreement; (iv) Executive refuses to implement or follow a lawful policy or directive of the Company; (v) Executive engages in malfeasance demonstrated by Executive’s failure to perform Executive’s job duties; (vi) Executive violates a Company policy or procedure which is materially injurious to the Company, including violation of the Company’s policy concerning sexual harassment, discrimination or retaliation; or (vii) Executive defames the Company, its employees, or its Board members in any manner; provided, however, that to the extent the termination of Executive’s employment for Cause is pursuant to (iii), (iv), and/or (v) and the event constituting Cause can be cured, the Company shall provide written notice to Executive of the Cause for termination of Executive’s employment and Executive shall thereafter have thirty (30) days to cure such event to the reasonable satisfaction of the Board.

i. Termination by Company without Cause. Where the Company terminates Executive’s employment without Cause, and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive continued payment of Executive’s Base Salary at the time of Executive’s termination according to the Company’s normal payroll practices, less applicable withholdings, for six months (“Severance Period”) (“Severance”). Executive’s eligibility to receive the Severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and an agreement not to compete with the business of the Company during the Severance Period. All other obligations of the Company under this Agreement shall cease.

j. Termination Due to Disability. Executive’s employment shall terminate automatically if Executive becomes Disabled. Executive shall be deemed Disabled if Executive is unable for medical reasons to perform Executive’s essential job duties for either ninety (90) consecutive calendar days or one hundred twenty (120) business days in a twelve (12) month period and, within thirty (30) days after a notice of termination is given to Executive, Executive has not returned to work. If Executive’s employment is terminated by the Company due to Executive’s Disability, all obligations of the Company under this Agreement shall cease.

k. Termination Due to Death. Executive’s employment shall terminate automatically upon Executive’s death. If Executive’s employment is terminated due to Executive’s death, all obligations of the Company under this Agreement shall cease.

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l. Executive’s Resignation. Executive may resign Executive’s employment at any time during the Term of this Agreement pursuant to Section 3, and thereafter, all obligations of the Company under this Agreement shall cease.

m. Delayed Payments. In the event that Section 409A (“409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), applies to any compensation with respect to Executive’s termination, payment of that compensation shall be delayed if Executive is a “specified employee,” as defined in 409A(a)(2)(B)(i), and such delayed payment is required by 409A. Such delay shall last six (6) months from the date of Executive’s termination. On the day following the end of such six-month period, the Company shall make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six-month period but for this Section 4(f).

n. Return of Property. Executive agrees that all property (including without limitation all equipment, tangible proprietary information, documents, records, notes, contracts and computer-generated materials) furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s employment.

o. Resignation and Cooperation. Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with Catcher Holdings and the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

p. Continuing Obligations. Executive understands and agrees that Executive’s obligations under Sections 6 and 7 herein (including Exhibits B and C) shall survive the termination of Executive’s employment for any reason and the termination of this Agreement.

Executive agrees to sign and be bound by the terms of the Proprietary Information and Inventions Agreement, which is attached as Exhibit B (“Proprietary Information Agreement”).

Executive agrees to sign and be bound by the terms of the Arbitration Agreement, which is attached as Exhibit C.

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This Agreement may not be amended or waived except by a writing signed by Executive and by the CEO. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches. All rights or remedies specified for a party herein shall be cumulative and in addition to all other rights and remedies of the party hereunder or under applicable law.

q. Assignment. The performance of Executive is personal hereunder, and Executive agrees that Executive shall have no right to assign and shall not assign or purport to assign any rights or obligations under this Agreement. This Agreement may be assigned or transferred by the Company; and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or a sale of any or all or substantially all of its assets.

r. Binding Effect. Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit of and be binding upon each of the parties; the affiliates, officers, directors, agents, successors and assigns of the Company; and the heirs, devisees, spouses, legal representatives and successors of Executive.

All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered: (a) by hand; (b) by a nationally recognized overnight courier service; or (c) by United States first class registered or certified mail, return receipt requested, to the principal address of the other party, as set forth below. The date of notice shall be deemed to be the earlier of (i) actual receipt of notice by any permitted means, or (ii) five business days following dispatch by overnight delivery service or the United States Mail. Executive shall be obligated to notify the Company in writing of any change in Executive’s address. Notice of change of address shall be effective only when done in accordance with this paragraph.

Company’s Notice Address:

Catcher, Inc.

44084 Riverside Parkway, Suite 320

Leesbur, Virginia 20176

Executive’s Notice Address:

_______________________

_______________________

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If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law.

All amounts paid under this Agreement shall be paid less all applicable state and federal tax withholdings and any other withholdings required by any applicable jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia.

This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular.

Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

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This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but all of which together shall constitute one and the same instrument.

Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

This Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive’s employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein (including the Proprietary Information Agreement attached as Exhibit B, the Arbitration Agreement attached as Exhibit C, the Stock Option Documents, Restricted Stock Documents and Stock Bonus Documents). To the extent that the practices, policies or procedures of the Company, now or in the future, apply to Executive and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Executive’s duties, position, or compensation will not affect the validity or scope of this Agreement.

EXECUTIVE ACKNOWLEDGES EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.

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I N W ITNESS W HEREOF , the parties have duly executed this Agreement as of the date first written above.

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EXHIBIT A

GENERAL RELEASE OF CLAIMS

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EXHIBIT A

GENERAL RELEASE OF CLAIMS

This General Release of Claims (hereinafter “Release”) is entered into this [              ] day of [                          ], by and between Allan Rakos (“Executive”) and Catcher, Inc. a Delaware corporation (“Company”).

RECITALS

A. On December 4, 2007, Executive became employed by the Company according to the terms and conditions of the Executive Employment Agreement between the parties (“Employment Agreement”).

B. On or about [                                           ], Executive’s employment with the Company was terminated pursuant to Section 3 of the Employment Agreement.

C. According to the terms and conditions of the Employment Agreement, Executive is entitled to certain severance payments and other benefits if Executive executes this Release. By execution hereof, Executive understands and agrees that this Release is a compromise of doubtful and disputed claims, if any, which remain untested; that there has not been a trial or adjudication of any issue of law or fact herein; that the terms and conditions of this Release are in no way to be construed as an admission of liability on the part of the Company and that the Company denies any liability and intends merely to avoid litigation with this Release.

AGREEMENT

NOW THEREFORE FOR MUTUAL CONSIDERATION, the receipt and sufficiency of which the parties hereto acknowledge, the parties agree as follows:

1. Executive, for Executive and Executive’s spouse, heirs, assigns, executors, administrators, agents, successors and affiliates, hereby unconditionally, irrevocably and absolutely releases and discharges the Company, Catcher Holdings, Inc., and their respective past and