AGREEMENT

                                  AGREEMENT

         Agreement, made this 20th day of June, 1997, by and between Celestial
Ventures Corporation ("Celestial"), a Nevada corporation, with a principal place
of business located at 000 Xxxxx 00, Xxxxxxx #000, Xxxxxx, Xxx Xxxx and Xxxx
Xxxxxx ("Xxxxxx"), residing at 0 Xxxxxx Xxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx.

                                  WITNESSETH

         WHEREAS, pursuant to a past transaction, Celestial has a liability in
the form of note payable to R.M. Engineering (the "R.M. Note") in which
Celestial is to make payments to R.M. Engineering, principal in the amount of
$170,000; and

         WHEREAS, pursuant to a past transaction, Celestial has an asset in the
form of a note receivable from Dynamic Products Corp. (the "Dynamic Note") in
which Celestial is to receive payments from Dynamic Products Corp. in the
principal amount of $300,000; and

         WHEREAS, Celestial wishes to assign its rights and obligations under
the R.M. Note as well as the Dynamic Note (collectively "the Notes") to Xxxx
Xxxxxx; and

         WHEREAS, Xxxx Xxxxxx wishes to assume Celestial's rights and
obligations under the Notes from Celestial;

         NOW, THEREFORE, for one dollar and other valuable consideration for the
mutual covenants and agreements herein contained, the parties hereto, intending
to be legally bound, agree as follows:

         (1)  Xxxxxx shall assume all of Celestial's obligations under the R.M.
              Note.

         (2)  Celestial shall assign all of its rights under the Dynamic Note to
              Xxxxxx.

         (3)  Xxxxxx shall indemnify Celestial and hold it harmless with respect
              to all obligations to be performed by Celestial under the R.M. 
              Note.

         (4)  Xxxxxx shall have no right to look to Celestial, or to seek any
              damages from Celestial, in consequence of any failure of Xxxxxx to
              receive any benefit under the Dynamic Note. 

         (5)  This Agreement together with the Notes contain the entire
              understanding of the Parties with respect to the subject matter 
              hereof. This Agreement




                   supersedes all prior agreements and understanding between the
                   parties with respect to the subject matter hereof.

         IN WITNESS WHEREOF, the Agreement has been duly executed and delivered
by the duly authorized officer of Celestial, as well as by Xxxx Xxxxxx
individually, as of the date first above written.


                                       CELESTIAL VENTURES CORPORATION


                                       By:
                                          ------------------------------
                                          Xxxxx Xxxxxxxxxxx, President




                                       By:
                                          ------------------------------
                                          Xxxx Xxxxxx


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