Management Agreement, Dated As of September 24, 2007

Exhibit 10.46

MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT (this " Agreement" ) is entered into as of September 24, 2007 (the " Effective Date" ) between Vivato Networks, Inc., a Delaware corporation (the " Contractor" ), and Catcher Holdings, Inc., a Delaware corporation having a place of business at 44084 Riverside Parkway, Suite 320 Leesburg, Virginia 20176 (" Company" ). The parties hereby agree as follows:

1. Engagement of Services . Contractor agrees to provide to Company the services specified on Exhibit A hereto (the " Services" ).

2. Compensation; Timing . On the Effective Date, Company shall pay Contractor $60,000, which shall be payment for the first 30 day period in which Contractor shall provide the Services. After such 30 day period, the Company shall pay an additional $60,000 for each subsequent 30 day period in which Contractor shall provide the Services (the " Monthly Fee" ). Company will not reimburse any expenses of Contractor in connection with Contractor' s provision of the Services. Upon termination of this Agreement for any reason, Contractor will refund a pro rata amount of the Monthly Fee. Company shall have the right during normal business hours to audit the documents, books, records and other information of Contractor as reasonably necessary to determine compliance with Section 1.

3. Independent Contractor Relationship . Contractor' s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Contractor will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Contractor is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Contractor' s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law.

4. Disclosure and Assignment of Work Resulting from the Services .

4.1 " Innovations" and " Company Innovations" Definitions . " Innovations" means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress. " Company Innovations" means Innovations that Contractor, solely or jointly with others, conceives, develops or reduces to practice related to the Services

4.2 Disclosure and Assignment of Company Innovations . Contractor agrees to maintain adequate and current records of all Company Innovations, which records shall be and remain the property of Company. Contractor agrees to promptly disclose and describe to Company all Company Innovations. Contractor hereby does and will assign to Company or Company' s designee all of Contractor' s right, title and interest in and to any and all Company Innovations and all associated records. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by Contractor to

Company, Contractor hereby grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest. To the extent any of the rights, title and interest in and to the Company Innovations can neither be assigned nor licensed by Contractor to Company, Contractor hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable rights, title and interest against Company or any of Company' s successors in interest. 4.3 Assistance . Contractor agrees to perform, during and after the term of this Agreement, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations as provided to Company under this Agreement. If Company is unable for any reason to secure Contractor' s signature to any document required to file, prosecute, register or memorialize the assignment of any rights under any Company Innovations as provided under this Agreement, Contractor hereby irrevocably designates and appoints Company and Company' s duly authorized officers and agents as Contractor' s agents and attorneys-in-fact to act for and on Contractor' s behalf and instead of Contractor to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights under such Company Innovations, all with the same legal force ...