RELEASE IN FULL OF ALL CLAIMS

         FOR AND IN  CONSIDERATION  of the  payment  to Tim  Flatt of the sum of
Fourteen  Thousand  Dollars  and No Cents  ($14,000-00)  Tim Flatt  does  hereby
release,  acquit and forever discharge Premier Brands,  Inc., a Utah Corporation
from any and all actions,  causes of action, claims,  demands,  damages,  costs,
losses, expenses and all other damages of any kind or nature, arising on account
of, or in any way growing out of or resulting  from the March 1, 1997  Marketing
agreement attached hereto all as more specifically  described in but not limited
to the  pleadings  filed In The  District  Court of  Oklahoma  County,  State Of
Oklahoma,  case # Ci 99-  3630  and  further  agrees  to File a  Dismissal  With
Prejudice in said case.

         IT IS FURTHER  SPECIFICALLY  UNDERSTOOD AND AGREED that this Release in
Full of All

Claims is executed by the  undersigned,  Tim Flatt, and for and on behalf of all
other  persons or entities  entitled by law to maintain or share in the proceeds
of any action arising out of the aforementioned  transaction and this Release in
Full of All Claims and all provisions herein contained shall be binding upon and
enforceable  against  all  heirs,   executors,   administrators,   shareholders,
officers,  employees,  agents,  successors  and next of kin of the said  Premier
Brands, Inc.

         IT IS FURTHER  SPECIFICALLY  UNDERSTOOD AND AGREED that this Release in
Full of All

Claims and the payment and other  consideration  here acknowledged shall be held
in  confidence  and that,  from the date of his  signature on this  document and
thereafter, the undersigned will not publicize, publish, disclose, talk about or
promote the  publication  or  disclosure of the fact or terms of this Release in
Full of All Claims or the payment here acknowledged to any person not a party to
this  Release  in  Full  of  All  Claims.  Notwithstanding  the  foregoing,  the
undersigned  shall be free to disclose any relevant  information  regarding this
Release in Full of All Claims and the amounts paid to him hereunder to his legal
counsel or advisors,  tax preparers or advisors,  financial  advisors and family
members.

         IT  IS  FURTHER SPECIFICALLY UNDERSTOOD AND AGREED that the undersigned
will  indemnify  Premier  Brands,  Inc.  against  any  action,  claim or demand,
including any costs,  attorney fees,  loss or judgment,  which action,  claim or
demand is brought by, through or under the undersigned and which arises from the
claims or transactions covered by this Release in Full of All Claims.

         The terms and provisions of this  agreement and the agreement  attached
hereto as Exhibit "All contain the entire  agreement  between the parties hereto
and the terms of this Release are contractual and not a mere recital.

         I FURTHER STATE THAT I HAVE  CAREFULLY  READ THE  FOREGOING  RELEASE IN
FULL OF ALL CLAIMS,  KNOW THE CONTENTS  THEREOF AND SIGN THE SAME AS MY OWN FREE
ACT.

         WITNESS MY HAND this 15th day of September, 1999.


                                            /s/ Tim Flatt
                                            ---------------------
                                            Tim Flatt


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<PAGE>




                                                                       3/1/97


                               Marketing Contract
                               ------------------






This is an agreement  between Tim Flatt and Premier Brands,  Inc. This agreement
is to  provide  an  understanding  of what is  expected  of each party and their
obligations.

It is understood that Tim Flatt is to provide customer names,  addresses,  phone
aumbers, credit card numbers and products purchased to Premier Brands, Inc.

Premier Brands is to solicit the customers  provided by Tim Flatt,  by telephone
and direct mail.  Premier  Brands,  Inc. is to pay Tim Flatt a cash  override on
sales volume of 10%.

The commission will be paid monthly and will be sent to Tim Flatt, along with an
accounting statement before the 10th day of the following month.

The terms of this  agreement  shall be for one year at which time, any customers
sold from Premier Brands, Inc. will become the property of Premier Brands, Inc.



 /s/                                                        /s/ Tim Flatt
------------------------                                   -------------------
Premier Brands, Inc.                                        Tim Flatt


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