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;
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
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 t