AGREEMENT

     Agreement dated as of this 1st day of September, 1997 by and between
Catch/21 Enterprises, Incorporated, a Delaware corporation with offices located
at 400 Oser Avenue, Hauppauge, New York (the "Company"), and William Connor,
residing at 7 Blueberry Lane, Stony Brook, New York 11790 ("Connor").

                              W I T N E S S E T H:

     WHEREAS, the Company, TSR, Inc. ("TSR") and Connor have entered into a
Subscription and shareholders Agreement dated September 30, 1996 (the
"Subscription Agreement"), pursuant to which TSR was issued 160 shares of Common
Stock of the company and Connor was issued 40 shares of Common Stock of the
company; and

     WHEREAS, Connor has agreed to transfer to the company, and the Company has
agreed to acquire, the 40 shares of Common Stock of the Company issued to Connor
on the terms set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sophistry of which are hereby acknowledged, the parties hereto agree as follows:

          1. Connor hereby transfers, assigns and conveys to the company all of
     his right, title and interest in and to the 40 shares of Common Stock of
     the company issued to Connor pursuant to the Agreement, and acknowledges
     that he shall have no further rights as a shareholder of the Company,
     including, without limitation, any rights granted under the Subscription
     Agreement. Connor represents that he is the record and beneficial owner of
     such shares of common Stock free and clear of any liens, claims,
     encumbrances or restrictions.

          2. In consideration therefor, the company shall pay to Connor One

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     Hundred Thousand ($100,000) dollars payable in four equal installments, the
     first upon execution of this agreement and the remaining in each of the
     first three quarterly anniversaries of the agreement.

          3. The parties hereto acknowledge that nothing contained herein shall
     affect the Company's right to any software or other intellectual property
     acquired by the company pursuant to the subscription Agreement.

          4. This Agreement constitutes the entire agreement of the parties
     hereto with respect to the subject matter hereof, and no amendment or
     modification hereof shall be valid or binding unless made in writing and
     signed by the party against whom enforcement thereof is sought.

          5. Any notice required, permitted or desired to be given pursuant to
     any of the provisions of this Agreement shall be deemed to have been
     sufficiently given or served for all purposes a) if delivered in person, b)
     sent by certified mail, return receipt requested, postage and fees prepaid,
     c) sent by telecopier (with receipt confirmed), provided that a copy is
     mailed by registered mail, return receipt requested or d) when received by
     the addressee, if sent by Express Mail, Federal Express or other express
     delivery service (receipt requested) as follows:

          If to the Company at:

          Chairman of the Board
          Catch/21 Enterprises, Incorporated
          400 Oser Avenue
          Hauppauge, NY 11788

          With a copy to:

          Steven A. Fishman, Esq.
          Battle Fowler LLP
          75 East 55 Street
          New York, NY 10022

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          If to Connor at:

          Mr. William Connor
          7 Blueberry Lane
          Stony Brook, NY 11790

          Either of the parties hereto may at any time and from time to time
     change the address to which notice shall be sent hereunder by notice to the
     other party given under this Paragraph 5. The date of the giving of any
     notice sent by mail shall be the date of the posting of the mail.

          6. This Agreement shall be binding upon Connor his heirs, executors
     and administrators and upon the Company, its successors and assigns.

          7. No course of dealing nor delay on the part of the Company in
     exercising any rights hereunder shall operate as a waiver of any such
     rights. No waiver of any default or breach of this Agreement shall be
     deemed a continuing waiver of any other breach or default.

          8. This Agreement shall be governed, interpreted and construed in
     accordance with the laws of the State of New York applicable to agreements
     entered into and to be performed entirely therein.

          9. If any clause, paragraph, section or part of this Agreement shall
     be held or declared to be void, invalid or illegal, for any reason, by any
     court of competent jurisdiction, such provision shall be ineffective but
     shall not in any way invalidate or affect any other clause, paragraph,
     section or part of this Agreement.


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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date
and year first written above.

                                             /s/ WILLIAM CONNOR
                                             -------------------------------
                                             William Connor
                                             Catch/21 Enterprises, Incorporated

                                             BY: /s/ JOSPEH F. HUGHES
                                                --------------------------------
                                                Name: Joseph F. Hughes
                                                Title: Chairman

         agree.doc


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