A G R E E M E N T THIS AGREEMENT, made this 17th day of September 1996, among MUSIC MARKETEERS, INC., a corporation organized under the Laws of Louisiana (hereinafter referred to as "Music") JOSEPH VALENZIANO, individually and representative of the...

                                A G R E E M E N T

         THIS  AGREEMENT,  made  this 17th day of September  1996,  among  MUSIC
MARKETEERS,   INC.,  a  corporation   organized  under  the  Laws  of  Louisiana
(hereinafter  referred  to  as  "Music")  XXXXXX  XXXXXXXXXX,  individually  and
representative of the stockholders  (hereinafter referred to as "Sellers");  and
PLANET ENTERTAINMENT, (hereinafter referred to as "Planet").

         WHEREAS,  Purchaser  wishes to  acquire  all of the  assets of Music in
exchange  for the  issuance  of a series  of notes in the  total  amount  of ONE
HUNDRED  THOUSAND  DOLLARS  ($l00,000);  and the assumption of certain debts and
obligations of Music; and

         WHEREAS the Seller is the sole owner or representative of all owners of
all the outstanding stock of Music; and

         WHEREAS  Music is the owner of  certain  rights to a library  of master
recordings,  copyrights,  accounts  receivable  and the right to  develop  other
musical arrangements; and

         WHEREAS  Seller is  willing  to sell all the  assets of Music to Planet
subject to the assumption of certain defined liabilities

         NOW THEREFORE,  in  consideration  of the mutual promises and covenants
hereinafter contained, the parties hereto agree as follows:

         SECTION 1. The closing  for the  purchase  and sale of the  Transferred
Assets  shall take place at the offices of Xxxxxxxx,  Xxxxx & XxXxxxxx,  P.C. on
September 20, 1996 (the "Closing Date"). 

                                      -1-



Said date may be extended upon the mutual agreement of the parties but not later
than September 30, 1996.

         SECTION 2. Seller and Music agree to transfer,  assign  and/or  deliver
all rights and title to the following "Transferred assets":

         (a) master recording library as set forth on Schedule A attached hereto
and made a part hereof;

         (b) any and all copyrights and trademarks  including but not limited to
any pending applications for copyright or trademark.

         (c) any tangible or intangible  rights  pertinent to or associated with
or owned by Music  and the  Sel1er,  their  accounts  receivables,  or  contract
receivables as specifically set forth herein.

         (d) any and all furniture, equipment, and accounts receivable of Music.

         SECTION 3. In  consideration  for the transfer of Assets,  Planet shall
pay and deliver to Seller and Music the following:

         (a)  Planet  shall  execute  a series of  promissory  note in the total
amount of ONE HUNDRED THOUSAND DOLLARS ($100,000), bearing interest at the prime
rate, as quoted by Chase Bank, payable within five years.

         (c) Planet will assume three  promissory note  obligations of Seller in
the total aggregate amount of 1.25 million dollars.

         (d) Planet will assume the consulting agreement with Xxxxxxxx Xxxxxx.

         SECTION 4. Seller and Music hereby represent and warrant to Planet that
on the date hereof and as of the Closing Date: 

                                      -2-



         (a) Music is a corporation  duly  organized and in good standing  under
the laws of the State of Louisiana,  and which has duly authorized capital stock
of  ________shares of Common Stock, ____ par value of which shares have been and
will be validly issued, fully paid and nonassessable as of the date of closing.

         (b) Seller is the owner of all the outstanding Common Stock of Music.

         (c) The  Transferred  Assets to be  conveyed to Planet will be free and
clear of any and all security interests,  pledges,  claims,  liens,  equities or
encumbrances  whatsoever and, upon the consummation of the  transactions  herein
contemplated,  Planet  will  have  acquired  good  and  marketable  title to the
Transferred  Assets,  free and  clear  of any and all  claims,  liens,  security
interests, pledges, equities or encumbrances, except as provided for herein.

         (d) There are no  outstanding  rights,  options,  warrants,  contracts,
commitments  or demands of any  character  which would  require the  transfer or
pledge by Music of any interest in the Transferred Assets.

         (e) All tax returns,  Federal, State and local, required to be filed by
Music will have been filed as of the closing date. Such returns will be true and
correct based on the  information  reasonably  available to Planet and all taxes
(including  penalties or  interest)  imposed by any  government  or other taxing
authority in respect to income or with respect to the operation or ownership of

                                       -3-



property by Music up to and  including the date hereof have been paid in full by
Music.  No taxing agency or authority is engaged in any audit or  examination of
Music and any  deficiencies  which have been  brought to the  attention of Music
resulting from any audits of its tax returns have been paid in full prior to the
date of this Agreement.

         (f) Other  than  this  Agreement,  Music is not a party to any lease or
agreement  whatsoever or  liabilities  of any nature  effecting the  Transferred
Assets  except as set forth in Section  3(b) and (c)  hereof.  At  closing,  the
Seller  will cause  Music to deliver to Planet  true and  correct  copies of the
Articles of Incorporation,  Minutes,  Corporate Seal and Corporate By-laws,  and
all  amendments  thereto,  of  Music  and a Xxxx of  Sale as to the  Transferred
Assets.

         (g) There are no lawsuits, proceedings,  judgments or orders pending or
threatened against Music or any of its respective officers or directors in their
official  capacities  as  officers  or  directors  of Music  before any court or
governmental  agency or body,  foreign or  domestic,  or before any  arbitration
tribunal,  and to the  knowledge  of counsel for Music there is no  governmental
investigation  relating  to Music or any  pending  legislation  or  governmental
regulation which would materially  adversely affect the title to as value of the
Transferred Assets.

         (h) All  corporate  action  required  to be taken by Seller or Music to
authorize Music and Seller to sell, convey and transfer

                                       -4-



the Transferred  Assets to Planet has been taken or will be taken as of the date
of closing.  Music and Seller will have full power and authority to transfer and
deliver  the  Transferred  Assets to Planet  and to  execute  and  perform  this
Agreement.  The  execution  and  performance  of this  Agreement,  the  sale and
delivery of the  Transferred  Assets of Music will not violate any  provision of
law or any  contract  or  agreement  by which  Music or Seller are  bound.  This
Agreement  has been  duly  executed  and  delivered  by  Music  and  Seller  and
constitutes  the valid  and  legally  binding  obligation  of  Seller  and Music
enforceable in accordance  with its terms. No approval or  authorization  of, or
filing with any  Federal,  State,  municipal or other  governmental  commission,
board or agency is required in connection  with the sale,  conveyance,  transfer
and delivery of the Stock.

         (i) Music has  stockholders  holding  ______  Hundred shares of Music's
Common Stock.

         (j) Music has  delivered a true and  complete  list,  as of the date of
this  Agreement,  certified by Music's  Secretary,  showing the names of Music's
directors and officers.

         (k)  Planet  will  receive  at  closing  a  Certificate  verifying  the
existence and title of Music's Transferred Assets.

         (1) No action or proceeding has been  instituted by or before any court
or other  governmental  body, nor has such action or proceeding been threatened,
to  restrict,  prohibit or  invalidate  the  transactions  contemplated  by this
Agreement or otherwise affect

                                       -5-



the rights of any party to the Agreement.

         (m) All actions,  proceedings,  instruments  and documents  required to
carry out this  Agreement and all other related legal matters have been approved
by counsel for Planet.

         SECTION 5. Planet,  knowing  that  Seller and Music are  relying on the
following,  hereby represents and warrants that the execution and performance of
this Agreement will not violate any provision of law applicable to Planet or any
contract or agreement by which Planet is bound.  This  Agreement  constitutes  a
legally valid and binding obligation of Purchaser enforceable in accordance with
its terms.

         SECTION 6. (a) From the date  hereof,  Seller and Music  agree to allow
Planet, its attorneys, employees,  representatives,  and accountants free access
at all reasonable times during customary  business hours to the records,  files,
and correspondence of Music as well as to all information  relating or otherwise
pertaining to Music.

         (b) Seller and Music will use their  respective  best efforts to assure
that all of its representations and warranties  contained herein are true in all
material  respects as of the Closing as if repeated at and as of such time,  and
that no material  breach or default  occurs with respect to any of its covenants
contained herein that have not been cured by the Closing Date.

         SECTION 7. The  obligation of Planet to complete the closing is subject
to the fulfillment, on the Closing Date or

                                       -6-



within seven (7) days of the Closing Date,  of each of the following  conditions
any one or more of which may be waived by Purchaser:

         (a) Music's and Sellers  representations  and  warranties  contained in
this Agreement shall be true and correct in all material respects at the Closing
Date as if made at the Closing and as of the Closing Date.

         (b) All covenants and agreements to be performed hereunder by Music and
Seller and all matters  contemplated herein to be performed by Music at or prior
to the closing shall have been performed in all material respects.

         (c) Planet shall have received a  certificate  of Music dated as of the
Closing Date,  signed by the President of Music annexed  hereto as Exhibit C, to
the effect the matters set forth in  Subsections  5(a),  and 5(b),  are true and
correct.

         (d) Seller  and Music  shall have  delivered  to  Purchaser,  except as
otherwise  requested in writing by Purchaser  prior to or on the Closing Date, a
Xxxx of Sale as to all Transferred Assets free and clear.

         (e) There  shall  have been  obtained  from  the  appropriate  federal,
state,  municipal,  or other governmental or administrative bodies or courts all
such  approvals,  certificates,  clearances,  or  consents,  if  any,  as may be
required to permit the change of ownership of the shares herein provided for.

         (f) Music shall deliver to Planet the favorable opinion of ______, Esq.
in form, scope and substance satisfactory to

                                      -7-



Planet's  counsel,  dated as of the Closing Date, that Music is a Corporation in
good standing and the stock certificates issued as stated in Subsection 2(a) are
authorized  acts of the Company;  that the  representations  and  warranties  of
Subsections  2(a),  (b), (c), (e), (f), and (g), are true; and that such counsel
does  not  know or  have  any  reasonable  grounds  to  know of any  litigation,
proceedings  or  governmental  investigation  pending or threatened  against the
Transferred Assets or relating to Music, its property or business.

         SECTION 8. The  obligation  of Seller and Music to complete the closing
is subject to the  fulfillment,  prior to or on the Closing  Date of each of the
following  conditions,  any one or more of which may be  waived  by  Seller  and
Music:

         (a) Planet's representations and warranties contained in this Agreement
shall be true and correct in all  material  respects  at the Closing  Date as if
made at the Closing and Date;

         (b) All covenants and agreements to be performed hereunder by Planet at
or prior to the Closing shall have been performed in all material respects;

         (c) Seller and Music shall have received a certificate  of Planet dated
as of the Closing Date to the effect that the matters set forth in Subsections 6
(a) and (b) have been satisfied.

         (d) No action or  proceeding  shall have been  instituted or threatened
for the purpose or with the  probable  effect of  enjoining  or  preventing  the
consummation of this Agreement.

                                       -8-



         SECTION 9.  Seller and Music hereby agree to  indemnify,  save and hold
harmless  Planet  and its  successors  and  assigns,  of and  from  any  damage,
liability,  claim, loss or deficiency (including,  without limitation reasonable
attorney's fees and expenses incident to a suit, action or proceeding), provided
Seller and Music have been given notice and an opportunity  to defend any matter
arising  out  of or  resulting  from  any  damage,  liability,  claim,  loss  or
deficiency,  in  connection  with the  terms of this  Agreement  and will pay to
Planet and its  successors  and assigns,  on thirty (30) days  notice,  the full
amount of any and all sums which Planet or any  successor or assign,  may pay or
become  obligated  to pay on account  of (i) any  material  inaccuracies  in any
representations  or the breach of any  covenant  or  warranty  made by Seller or
Music hereunder, (ii) any material failure of Seller or Music to duly perform or
observe any term, provision,  covenant,  agreement or condition hereunder on the
part of Seller to be performed or observed.

         SECTION 10. Planet hereby agrees to indemnify and hold harmless  Seller
and Music at all times  after the date of this  Agreement,  provided  Planet has
been given notice and an opportunity to defend any matter against and in respect
of: (a) any damage or deficiency resulting from any misrepresentation, breach of
warranty,  or  nonfulfillment  of any agreement on the part of Planet under this
Agreement,  or from any misrepresentation of or omission from any certificate or
other instrument furnished or to be 

                                      -9-



furnished to Planet hereunder; and (b) all actions, suits, proceedings, demands,
assessments,  judgments,  costs and expenses  incident to any of the  foregoing.
Planet  shall  reimburse  Seller  and Music on thirty  (30) days  notice for any
payment made by Seller or Music at any time after the Closing, in respect of any
liability or claim to which the foregoing indemnity relates.

         SECTION 11. Music and Seller hereby  represent that it is acquiring the
Planet  Common Stock  hereunder  for  investment  purposes  only with no present
intention of reselling or otherwise  distributing the same, except in compliance
with the registration requirements under the Act or an exemption therefrom.

         SECTION 12. At the Closing,  Seller shall  deliver to Planet,  free and
clear of all encumbrances, certificates for the Music shares exchanged by Seller
in negotiable  form,  with all requisite  stock transfer  stamps  attached,  and
Planet,  subject to the terms and  conditions  hereof,  shall deliver to Seller,
Planet's  note and shares of Common  Stock of Planet  constituting  the purchase
price.

         SECTION 13. All  notices  hereunder  shall  be in  writing  and will be
deemed to have been given if delivered  personally  or mailed by  registered  or
certified  mail,  return  receipt  requested,   postage  prepaid,  addressed  as
respectively indicated below or by a notice hereunder:


         (a)   if addressed to Seller:

                                      -10-



         (b)   if addressed to Music:

         (c)   If addressed to Planet:

               Xxxxxx Xxxxxxx, President
               000 Xxxxxxx 00 Xxxxx
               Xxxxxxxxxx, Xxx Xxxxxx

               xx:  Xxxxxxxx, Xxxxx & Xxxxxxxx P.C.
                    000 Xxxxx Xxxx Xxxxxx
                    Xxxxx 000
                    Xxxxxxxx, Xxx Xxxxxx 00000

         SECTION 14. Neither this  Agreement  nor any  provisions  hereof may be
modified,  changed,  discharged  or  terminated  except by instrument in writing
signed by the parties hereto.

         SECTION 15. All  representations,  warranties and agreements  contained
herein shall  survive the  execution of this  Agreement  and the delivery of the
Common Stock to be purchased by Planet pursuant hereto. All statements contained
in any  certificate or other  instrument  delivered by Seller,  Music and Planet
pursuant to this Agreement or in connection with the  transactions  contemplated
by this Agreement shall constitute  representations  and warranties by Seller or
Purchaser respectively under this Agreement.

         SECTION 16. This Agreement may be executed in several counterparts,  in
person or by  facsimile  and each  executed  copy will  constitute  an  original
instrument but such counterparts shall together  constitute but one and the same
instrument.

         SECTION 17. This  Agreement  will be deemed to be a contract made under
the laws of the State of New Jersey and the parties 

                                      -11-



agree to be subject to the exclusive jurisdiction of the Courts of New Jersey.

         SECTION 18. All the terms,  warranties,  representations and provisions
hereof will be binding  upon and inure to the benefit of and be  enforceable  by
and against the respective legal representatives,  successors and assigns of the
parties hereto.

         SECTION 19. The parties  reserve the right to amend this  agreement  to
include a subsidiary or affiliate of Purchaser formed specifically to affect the
Purchase of Common Stock contemplated by this Agreement.

                                      -12-



IN WITNESS THEREOF, the parties have executed this Agreement


                                   SELLER:


Attest:                                 MUSIC MARKETEERS, INC.


                                        BY:  /s/ XXXXXX X. XXXXXXXXXX
-----------------------------                -----------------------------------
                  , Secretary                    Xxxxxx X. Xxxxxxxxxx, President


Witness:


/s/ XXX XXXXX                           BY:
-----------------------------                -----------------------------------
    Xxx Xxxxx, Secretary                                             , President


                                   PURCHASER:


Attest:


/s/ XXXXXXX XXXXXX                      BY:  /s/ XXXXXX XXXXXXX
-----------------------------                -----------------------------------
    Xxxxxxx Xxxxxx, Secretary                    Xxxxxx Xxxxxxx, President

                                      -13-