AGREEMENT

                                    AGREEMENT

         THIS  AGREEMENT,  made as of this 1st day of July 1996,  among  MAESTRO
HOLDING CORP., a corporation  organized under the Laws of Delaware  (hereinafter
referred to as  "Maestro")  XXXXXX  XXXXXXX,  XXXXXX  XXXXXXX,  XXXX X.  XXXXXX,
XXXXXXX  XXXXXX,   individually  and   representative  of  the  stockholders  in
accordance   with  the  issuance  set  forth  on  Schedule  A  attached   hereto
(hereinafter referred to as "Sellers");  and PLANET ENTERTAINMENT,  (hereinafter
referred to as "Purchaser").

         WHEREAS,  Purchaser  wishes to acquire  all of the assets of Maestro in
exchange for a commitment to issue  7,000,000  (SEVEN  MILLION) shares of common
stock of Purchaser upon recapitalization of said company; and

         WHEREAS the Sellers are the sole owners of all the outstanding stock of
Maestro in accordance with the issuance set forth on Schedule A attached hereto;
and

         WHEREAS  Maestro 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  Sellers  are  willing  to sell all the  assets of  Maestro  to
Purchaser 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:

                                       -1-



         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
July 1, 1996 (the  "Closing  Date").  Said date may be extended  upon the mutual
agreement of the parties but not later than July 15, 1996.

         SECTION 2. Sellers and Maestro 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 B attached hereto
and made a part hereof including any and all copyrights and trademarks including
but not limited to any pending applications for copyright or trademark.

         (b) twenty-four  track studio in Jackson,  New Jersey including any and
all furniture and equipment.

         SECTION 3. In consideration for the transfer of Assets, Purchaser shall
grant and deliver to Sellers and Maestro a commitment to issue 7,000,000  (SEVEN
MILLION) shares of common stock of Purchaser to be issued upon  recapitalization
of said company on or before October 1, 1996;

         SECTION 4. Sellers  and  Maestro   hereby   represent  and  warrant  to
Purchaser that on the date hereof and as of the Closing Date:

         (a)  Maestro is a corporation duly organized and in good standing under
the laws of the State of Delaware and which has duly authorized capital stock of
1,000 (ONE  THOUSAND)  shares of Common  Stock,  $ .001 par value of which 1,000
(ONE  THOUSAND)  shares  have been and will be  validly  issued,  fully paid and
nonassessable as of

                                      -2-



the date of closing.

         (b)  Sellers  are the  owner  of all the  outstanding  Common  Stock of
Maestro in accordance with the issuance set forth on Schedule A attached hereto;

         (c)  The  Transferred  Assets to be conveyed to Purchaser  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,  Purchaser  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 Maestro of any interest in the Transferred Assets.

         (e)  All tax returns, Federal, State and local, required to be filed by
Maestro will have been filed as of the closing  date.  Such returns will be true
and correct based on the information  reasonably  available to Purchaser 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 property by Maestro up to and  including  the date hereof have been
paid in full by Maestro.  No taxing  agency or authority is engaged in any audit
or examination of Maestro and any 

                                      -3-



deficiencies  which have been brought to the attention of Maestro 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,  Maestro is not a party to any lease or
agreement  whatsoever or  liabilities  of any nature  effecting the  Transferred
Assets. At closing,  the Sellers will cause Maestro to deliver to Purchaser true
and correct copies of the Articles of Incorporation, Minutes, Corporate Seal and
Corporate By-laws,  and all amendments thereto, of Maestro and a Xxxx of Sale as
to the Transferred Assets.

         (g)  There are no lawsuits, proceedings, judgments or orders pending or
threatened  against  Maestro or any of its  respective  officers or directors in
their  official  capacities as officers or directors of Maestro before any court
or governmental  agency or body, foreign or domestic,  or before any arbitration
tribunal,  and to the knowledge of counsel for Maestro there is no  governmental
investigation  relating to Maestro 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 Sellers or Maestro to
authorize  Maestro  and Sellers to sell,  convey and  transfer  the  Transferred
Assets to  Purchaser  has been taken or will be taken as of the date of closing.
Maestro and Sellers  will have full power and  authority to transfer and deliver
the  Transferred  Assets to Purchaser and to execute and perform this Agreement.
The 

                                      -4-



execution  and  performance  of this  Agreement,  the sale and  delivery  of the
Transferred  Assets of Maestro  will not  violate  any  provision  of law or any
contract or agreement by which Maestro or Sellers are bound.  This Agreement has
been duly  executed  and  delivered by Maestro and Sellers and  constitutes  the
valid and legally  binding  obligation  of Sellers and  Maestro  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)  Maestro has 4 stockholders  holding all of the outstanding  shares
of Maestro's  Common Stock in accordance with the issuance set forth on Schedule
A attached hereto.

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

         (k)  Purchaser  will  receive at closing a  Certificate  verifying  the
existence and title of Maestro'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 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

                                       -5-



matters have been approved by counsel for Purchaser.

         SECTION 5. Purchaser,  knowing  that Sellers and Maestro 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 Purchaser
or any  contract  or  agreement  by which  Purchaser  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, Sellers and Maestro agree to allow
Purchaser,  its attorneys,  employees,  representatives,  and  accountants  free
access at all reasonable times during  customary  business hours to the records,
files, and  correspondence of Maestro as well as to all information  relating or
otherwise pertaining to Maestro.

         (b)  Sellers  and Maestro  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  Purchaser  to  complete  the closing is
subject to the fulfillment,  on the Closing Date or 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)  Maestro and Sellers'  representations and warranties

                                       -6-



contained in this Agreement  shall be true and correct in all material  respects
at the Closing Date as if made at the Closing as of the Closing Date.

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

         (c) Purchaser  shall have received a certificate of Maestro dated as of
the Closing Date,  signed by the President of Maestro  annexed hereto as Exhibit
C, to the effect the matters set forth in Subsection 4 are true and correct.

         (d) Sellers and Maestro 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) Maestro shall  deliver to Purchaser  the  favorable  opinion of its
counsel in form, scope and substance  satisfactory to Purchaser's counsel, dated
as of the Closing Date,  that Maestro is a Corporation  in good standing and the
stock  certificates  issued as stated in Subsection  4(b) are authorized acts of
the Company; that

                                       -7-



the  representations  and  warranties  of  Subsection 6 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 Maestro, its property or business.

         SECTION 8.  The  obligation  of Sellers  and  Maestro 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 Sellers
and Maestro:

         (a) Purchaser'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 Purchaser
at or prior to the Closing shall have been performed in all material respects;

         (c) Sellers and Maestro shall have received a certificate  of Purchaser
dated as of the  Closing  Date to the  effect  that  the  matters  set  forth in
Subsection 5 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.

         SECTION 9.  Sellers and Maestro  hereby  agree to  indemnify,  save and
hold harmless Purchaser and its successors and assigns,  of and from any damage,
liability,  claim, loss or deficiency (including,  without limitation reasonable
attorney's fees and

                                       -8-



expenses incident to a suit, action or proceeding), provided Sellers and Maestro
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 Purchaser  and its  successors
and  assigns,  on thirty (30) days  notice,  the full amount of any and all sums
which Purchaser 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 Sellers or Maestro  hereunder,  (ii) any
material  failure of Sellers  or  Maestro to duly  perform or observe  any term,
provision,  covenant, agreement or condition hereunder on the part of Sellers to
be performed or observed.

         SECTION 10. Purchaser  hereby  agrees to  indemnify  and hold  harmless
Sellers  and  Maestro at all times  after the date of this  Agreement,  provided
Purchaser 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 Purchaser  under this  Agreement,  or from any  misrepresentation  of or
omission from any certificate or other  instrument  furnished or to be furnished
to  Purchaser  hereunder;  and (b) all  actions,  suits,  proceedings,  demands,
assessments,  judgments,  costs and expenses  incident to any of the  foregoing.
Purchaser shall reimburse Sellers and Maestro on thirty (30) days notice for any
payment made

                                       -9-



by Sellers or Maestro at any time after the Closing, in respect of any liability
or claim to which the foregoing indemnity relates.

         SECTION 11. Maestro and Sellers  hereby  represent that it is acquiring
the  Purchaser's  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 Securities Act of 1933
or an exemption therefrom.

         SECTION 12. At  the  Closing,   Purchaser  subject  to  the  terms  and
conditions hereof, shall deliver to Sellers,  Purchaser's shares of Common Stock
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 Sellers:

              Xxxxxx Xxxxxxx
              000 Xxxxxxx 00 Xxxxx
              Xxxxxxxxxx, Xxx Xxxxxx

         (b)  if addressed to Maestro:

              Xxxxxx Xxxxxxx
              XXXXXXX XXXXXXX & XXXXXXX
              000 Xxxxxxx 00 Xxxxx
              Xxx 0000
              Xxxxxxxxxx, Xxx Xxxxxx

                                      -10-



         (c)  If addressed to Purchaser:

              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
Transferred  Assets to be purchased by Planet  pursuant  hereto.  All statements
contained in any certificate or other instrument  delivered by Sellers,  Maestro
and Purchaser  pursuant to this Agreement or in connection with the transactions
contemplated by this Agreement shall constitute  representations  and warranties
by Sellers 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  agree to be subject to the
exclusive jurisdiction of the Courts of New Jersey.

                                      -11-



         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.

IN WITNESS THEREOF, the parties have executed this Agreement


                                    MAESTRO:

Attest:


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



                                    SELLERS:

/s/ XXXXX XXXX                               /s/ XXXXXX XXXXXXX
-----------------------------                -----------------------------
    Xxxxx Xxxx                                   Xxxxxx Xxxxxxx

/s/ XXXXX XXXX                               /s/ XXXXXX XXXXXXX
-----------------------------                -----------------------------
    Xxxxx Xxxx                                   Xxxxxx Xxxxxxx

                                      -12-



Attest:

/s/ XXXXXXX XXXXXX                           /s/ XXXX X. XXXXXX
-----------------------------                -----------------------------
    Xxxxxxx Xxxxxx                               Xxxx X. Xxxxxx


Attest:


/s/ XXXX X. XXXXXX                           /s/ XXXXXXX XXXXXX
-----------------------------                -----------------------------
    Xxxx X. Xxxxxx                               Xxxxxxx Xxxxxx


                                     PURCHASER:


Attest:


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

                                      -13-



                                   SCHEDULE A

Stockholder                                                              Shares
-----------                                                              ------
XXXXXX XXXXXXX                                                               7
XXXXXX XXXXXXX                                                             331
XXXX X. XXXXXX                                                             331
XXXXXXX XXXXXX                                                             331




                                   SCHEDULE C

         I, the  undersigned,  as  President  of Maestro  Holding  Corp.  hereby
certify that as of the date set forth below, all  representations and warranties
made by said company in the  Purchase  Agreement  dated as of July 1, 1996,  are
true and correct.

         I certify that the foregoing statements made by me are true. I am aware
that if any of the foregoing  statements  made by me are willfully  false,  I am
subject to punishment.

Dated:


Attest:


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