AMENDED
AND RESTATED CONFIDENTIAL TERM SHEET

         

        The following is a
revised and restated confidential term sheet, relating to the proposed
acquisition (as revised herein, the “Transaction”) of a majority interest in
Premier Wealth Management, Inc., a Delaware corporation (“Premier”), by Transworld Investment
Group PLC, a Cayman Islands entity. The parties hereto agree and consent to the
termination of the previous term sheet of the parties dated as of November 7,
2008 (the “November Agreement”) or any other
agreements relating to the subject matter between the parties, and to the
replacement thereof by this Amended and Restated Confidential Term Sheet (this
“Term
Sheet”).

        


        
          
            	
                    Summary

                  	 
      	
                    The
      purchaser and surviving parent will be Transworld Investment Group PLC
      (“Transworld”),
      which shall, subject to satisfaction of the conditions set forth
      herein and after closing of the Transaction own Premier. At Closing,
      Transworld will issue its common equity (the “Transworld Shares”) to
      Transworld’s shareholders (“Transworld Shareholders”)
      and Premier’s shareholders (“Premier
      Shareholders”).

                  
	 
      	 
      	 
      
	
                    Capitalization

                  	 
      	
                    After
      Closing, Transworld Holdings shall be owned 92.4% by the former owners of
      the Transworld Group with the remaining 7.6% (in addition to any shares
      issued in addition to the Settlement Shares owned by the former
      shareholders of Premier. The foregoing amounts are calculated on a fully
      diluted basis as at immediately after the Closing. Transworld shall apply
      for the listing of the Transworld Shares on the Nasdaq or the appropriate
      NYSE exchange or listing service, effective at Closing.

                  
	 
      	 
      	 
      
	
                    Pre-Closing
      Matters

                  	 
      	
                    The
      parties acknowledge the amount of $1,150,000 (the “Initial Payment”) paid
      by Transworld Group to or on behalf of Premier in furtherance of the
      transactions contemplated hereby.

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Without
      admitting or denying any liabilities on either side, the parties hereto
      agree to the immediate issuance by Premier to Transworld of 8 million
      shares of common stock of Premier (the “Settlement Shares”) in
      consideration of this amount. The Settlement Shares shall be
      unconditionally issued hereby for a complete and irrevocable discharge and
      release of any and all liabilities of either party associated with the
      Initial Payment or otherwise relating to the previous term sheet or
      agreements entered into by the parties. Said shares will result in the
      immediate ownership by Transworld (inclusive of its affiliates) of 9.12m
      Premier Shares, or approximately 24% of Premier after the date hereof. No
      additional funds shall be required to be paid by Transworld to Premier,
      other than transaction costs of Premier, in reasonable amounts to be
      agreed to by the parties so as to satisfy all closing
      conditions.

                  
	 
      	 
      	 
      
	
                    Directors

                  	 
      	
                    Mr.
      Michael Abraham, an affiliate of Transworld, shall be appointed as an
      officer of Premier and shall be granted authority by the Board of
      Directors of Premier to direct certain control over and obtain information
      rights with respect to, Master Trust, S.A., so as to facilitate due
      diligence.

                  


          

        

        


        Transworld
Investment Group plc, Cayman Financial Centre, Po Box 2510GT, Grand Cayman,
Cayman Islands

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        	
                Acquisition
      Terms

                Resulting
      Parent

              	 	
                At
      Closing, Master Trust S.A. shall remain a wholly owned subsidiary of Premier which
      in turn will be wholly owned and controlled by
  Transworld.

              
	 
      	 	 
      
	
                Domicile

              	 	
                Transworld will have and
      maintain its primary operations and place of business outside of the
      United States and its territories and a majority of its board and
      shareholders will remain non U.S. persons. The registered office of
      Transworld Group is, at the time of this Term Sheet, located at Cayman
      Financial Centre, PO Box 2510GT, George Town, Cayman
    Islands.

              
	 
      	 	 
      
	 
      	 	
                Premier will commence
      operations in the United States as a U.S. based life settlement trading
      company with national and international operations.

              
	 
      	 	 
      
	
                Premier

              	 	
                Premier,
      has quotations for its securities currently on the Pink Sheets quotation
      system in the United States, and is required to file periodic reports
      pursuant to Section 13 and 15 of the Securities and Exchange Act of 1934,
      as amended (the “Exchange
      Act”).
      As part of the Transaction, Premier will delist and instead, its
      shareholders will become minority Shareholders in Transworld Holdings.
      Premier is not, at the time of this Term Sheet or issuance of any
      Settlement Shares, current with its reporting requirements but will be in
      compliance and current before Closing. Premier's sole and direct operating
      subsidiary is, and immediately prior transferring the same at closing
      shall be, Master Trust.

              
	 
      	 	 
      
	
                Closing

              	 	
                A
      Closing shall occur as expeditiously as possible after the conditions to
      Closing set forth below or in the definitive transaction documents are
      satisfied. The parties shall, as expeditiously as possible, enter into
      definitive transaction documents and commence with preparation of all
      requisite filings to be made with the SEC as are necessary so as to
      complete the Transaction and related listing, including, without
      limitation, an F-4 registration registering the Transworld Shares and
      pursuant to which the Transworld shall file as a Foreign Private Issuer as
      defined in the rules promulgated under the Exchange Act, and a Schedule
      13(d) to be filed by Transworld or its affiliates.

              
	 
      	 	 
      
	
                Accounting

              	 	
                Premier
      shall make best efforts to file all Exchange Act reports currently due or
      otherwise due from time to time, prior to closing, which efforts are, in
      part, dependant on continued funding by Transworld. Premier and the
      Transworld Group and their subsidiaries shall also, as expeditiously as
      possible, complete financial accounting due diligence and consolidated
      financial statements of Premier and the Transworld for purposes of
      Exchange Act financial reporting requirements, and shall implement
      appropriate internal controls over financial reporting to the extent not
      established yet. The parties intend to structure the transaction as a tax
      free exchange. Accordingly, the management and greater than 60% of the
      Transworld must be predominantly non U.S. persons for tax
      purposes.

              


      

      


      Transworld
Investment Group plc, Cayman Financial Centre, Po Box 2510GT, Grand Cayman,
Cayman Islands

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

     

    
      
        
          	
                  Conditions

                	 	
                  The
      transaction is subject to, among other things: negotiation and completion
      of definitive share exchange agreements and closing documents with all
      standard and customary representations, warranties and covenants;
      completion of due diligence by both sides; the completion of consolidated
      financial statements, as necessary, to complete the Current Report on Form
      8-K (or amendments thereto) mutually acceptable to both sides and any
      amendment thereto (as well as any other securities related filings to be
      filed by any of the parties or any of the shareholders of Transworld );
      obtaining of all necessary shareholder and board approvals as well as
      regulatory or exchange approvals. The parties further agree to structure
      the transaction contemplated hereby in a fashion that causes the least
      adverse tax liability to the parties hereby generally and to the
      shareholders of Premier. An opinion of counsel of the Transworld shall be
      rendered at closing relating to its ownership and operation of assets,
      good standing, no conflicts, and the enforceability of transaction
      documents, due and valid authorization and issuance of Transworld Shares
      (fully paid, non assessable etc.) and other customary matters. An opinion
      of counsel to Premier shall be rendered at Closing relating to the
      Premier’s
      good standing, the enforceability of transaction documents, due and valid
      authorization and issuance of Premier Shares (fully paid, non assessable
      etc.) and other customary
matters.

                


        

      

       

      IN WITNESS WHEREOF The parties
hereto have signed and delivered this Term Sheet the day and year first above
written.

      


      Executed
by

      TRANSWORLD
INVESTMENT GROUP, PLC.

       

      /s/
Michael Abraham

      Michael
Abraham

      Director

      Date:
4.5.09

      


      Executed
by

       

      /s/
Nigel Gregg

      Nigel
Gregg

      Chief
Executive Officer

      PREMIER
WEALTH MANAGEMENT, INC.

      Date:  4th May
2009.

      


      Transworld
Investment Group plc, Cayman Financial Centre, Po Box 2510GT, Grand Cayman,
Cayman Islands