RULE 504 SECURITIES SUBSCRIPTION AGREEMENT
                              PREMIER BRANDS, INC.

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE BECAUSE THEY ARE
BELIEVED TO BE EXEMPT FROM  REGISTRATION  UNDER RULE 504  PROMULGATED  UNDER THE
SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT").  THIS  SUBSCRIPTION  AGREEMENT
SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION  OF AN OFFER TO BUY THE
SECURITIES  IN ANY  JURISDICTION  IN WHICH SUCH OFFER OR  SOLICITATION  WOULD BE
UNLAWFUL.

         This Rule 504 Securities  Subscription  Agreement (the  "Agreement") is
executed  by  the  undersigned  Betoeva Tatyana  Dmitrievna,  a  citizen  of the
Ukraine (the  "Subscriber") in connection with the offer and the subscription of
the  undersigned to purchase  666,667 shares of common stock of Premier  Brands,
Inc., a Utah corporation  (the  "Company"),  at an aggregate price of $66,666.70
This Agreement and the offer and sale of the Stock contemplated hereby are being
made in reliance  upon the  provisions  of Rule 504 of Regulation D ("Rule 504")
under the Securities  Act of 1933, as amended (the "Act").  The  Subscriber,  in
order to induce the Company to enter into the  transaction  contemplated  hereby
and acknowledging  that the Company will rely thereon  represents,  warrants and
agrees as follows:

          1.   Offer to Subscribe;  Purchase  Price.  (a) The Subscriber  hereby
               offers to purchase 666,667 shares and subscribes for an aggregate
               price of $66,666.70. The closing of the transactions contemplated
               hereby  (the  "Closing")  shall  be  deemed  to occur  when  this
               Agreement  has been  executed  by both  Subscriber  and  Company.
               Payment  shall be made at the Closing by  delivering  immediately
               available  funds in United  States  dollars by wire  transfer for
               simultaneous  closing by delivery of securities  versus  payment.
               The Company agrees to deliver certificates representing the stock
               subscribed  for at the  Closing.  The date on which  the  Closing
               occurs is hereafter referred to as the Closing Date.

          2.   Subscriber  Representations;  Access to Information;  Independent
               Investigation

                    (a) Offshore Transaction. Subscriber represents and warrants
               to the Company that (i) Subscriber is not a "U.S. Person" as that
               term  is  defined  in Rule  902(o)  of  Regulation  S;  (ii)  the
               Subscriber  is not,  and on the  Closing  Date  will  not be,  an
               affiliate  of  the  Company;  (iii)  at  the  execution  of  this
               Subscription Agreement,  Subscriber was outside the United States
               and no offer to purchase the

                                       137


<PAGE>



               666,667 shares was made in the United States; (iv) the Subscriber
               agrees that all offers and sales of the 666,667  shares shall not
               be made to U.S.  Persons unless the 666,667 shares are registered
               or a valid  exemption can be relied upon at both the  appropriate
               U.S.  state or federal  securities  laws; (v) Subscriber is not a
               distributor or dealer; (vi) the transactions  contemplated hereby
               (a) have not been and will not be  pre-arranged by the Subscriber
               with a  purchaser  located  in the United  States or a  purchaser
               which is a U.S. Person, and (b) are not and will not be part of a
               plan or  scheme  by the  Subscriber  to  evade  the  registration
               provisions of the Act.

                    (b)  Accredited   Investor.   Subscriber  is  an  accredited
               investor  as that term is  defined in Rule  501(a) of  Regulation
               under the Act.  Subscriber  further  warrants and represents that
               the  information  as disclosed in Exhibit "A" attached  hereto is
               true and correct.

                    (c) Beneficial Owner. Subscriber is purchasing stock for its
               own  account  or  for  the  account  of  beneficiaries  for  whom
               Subscriber has full  investment  discretion with respect to stock
               and whom Subscriber has full authority to bind, so that each such
               beneficiary is bound hereby as if such  beneficiary were a direct
               Subscriber  hereunder  and all  representations,  warranties  and
               agreements herein were made directly by such beneficiary.

                    (d) Directed Selling Efforts.  Subscriber will not engage in
               any  activity  for the  purpose of, or that could  reasonably  be
               expected  to have the effect of,  conditioning  the market in the
               United  States  for any of  stock  sold  hereunder.  To the  best
               knowledge of the  Subscriber,  neither the Company nor any Person
               acting  for the  Company  has  conducted  any  "directed  selling
               efforts" as that term is defined in Rule 902 of Regulation S.

                    (e)  Independent  Investigation.  Subscriber  in electing to
               subscribe  for  stock  hereunder,  has  relied  solely  upon  the
               representations  and  warranties of the Company set forth in this
               Agreement  and on  independent  investigation  made by it and its
               representatives, if any, and Subscriber has been given no oral or
               written  representations  or  assurance  from the  Company or any
               representation  of the  Company  other  than as set forth in this
               Agreement  or  in  a  document  executed  by  a  duly  authorized
               representative of the Company making reference to this Agreement.

                    (f) No  Government  Recommendation  or Approval.  Subscriber
               understands  that no United States  federal or state  agency,  or
               similar agency of any other country,  has passed upon or made any
               recommendation or endorsement of the Company, this transaction or
               the purchase of stock.

                                       138


<PAGE>



          3.   The Company Represents, Covenants and Warrants the following:

                    (a) Reporting  Status and Stage of the Company.  The Company
               is a corporation  duly  organized,  validly  existing and in good
               standing  under  the  laws  of the  State  of  Utah  and is  duly
               qualified as a foreign  corporation in all jurisdictions in which
               the failure to so qualify would have a material adverse effect on
               the  Company  and its  subsidiaries  taken  as a  whole.  (i) The
               Company is not subject to the reporting  requirements  of section
               13 or 15(d) of the Act;  (ii) The  Company  is not an  investment
               company  subject  to  reporting  requirements  of the  Investment
               Company Act of 1940; (iii) The Company is not a development stage
               company that either has no specific  business  plan or purpose or
               has it  indicated  that its  business is to engage in a merger or
               acquisition with an unidentified  company or companies,  or other
               entity or Person.

                    (b) Concerning the Stock. The issuance, sale and delivery of
               the stock are within the Company's corporate powers and have been
               duly authorized by all required  corporate  action on the part of
               the Company and its  stockholders  and when such  securities  are
               issued,  sold and delivered in  accordance  with the terms hereof
               for the consideration  expressed herein,  such securities will be
               duly and validly issued, fully paid and nonassessable.  There are
               no preemptive rights of any shareholders of the Company.

                    (c)  Offshore  Transaction.  The  Company has not offered or
               sold the stock to any  Person in the  United  States,  or, to the
               best knowledge of the Company,  any  identifiable  groups of U.S.
               citizens  abroad,  or any U.S.  Person as that term is defined in
               Regulation  S. At the  time  the buy  order  for  the  stock  was
               originated  the  Company  and/or its agents  reasonably  believed
               Subscriber  was  outside  the  United  States  and was not a U.S.
               Person.

                    (d) Prearranged  Sale. The Company and/or its agents believe
               that   the   transaction   contemplated   hereby   has  not  been
               pre-arranged with a buyer in the United States.

                    (e)  No  Directed  Selling  Efforts.  The  Company  has  not
               conducted any "directed  selling efforts" as that term is defined
               in Rule 902 of Regulation S nor has Company conducted any general
               solicitation  relating  to the  offer  and  sale of the  stock to
               Persons  resident  within  the  United  States or any other  U.S.
               Person as that term is defined in Rule 902 of Regulation S.

                    (f)  Subscription  Agreement.  This  Agreement has been duly
               authorized,  validly  executed  and  delivered  on  behalf of the
               Company and is a valid and binding agreement  enforceable against
               the Company in accordance with its terms, subject to

                                       139


<PAGE>



               general  principles  of equity  and to  bankruptcy  or other laws
               affecting the enforcement of creditors' rights generally.

                    (g)  Non-contravention.  The  execution and delivery of this
               Agreement and the  consummation  of the issuance of the stock and
               the transactions  contemplated by this Agreement,  the stock does
               not and will  not  conflict  with or  result  in a breach  by the
               Company of any of the terms or  provisions  of, or  constitute  a
               default under,  the articles of  incorporation  or by-laws of the
               Company,  or any  indenture,  mortgage,  deed of trust,  or other
               material  agreement or instrument to which the Company is a party
               or by which it or any of its  properties or assets are bound,  or
               any existing  applicable  law,  rule or  regulation of the United
               States of any State thereof or any applicable decree, judgment or
               order of any Federal or State court,  Federal or State regulatory
               body,  administrative  agency or other United States governmental
               body  having   jurisdiction  over  the  Company  or  any  of  its
               properties or assets.

                    (h)  Litigation.  There  is no  action,  suit or  proceeding
               before or by any court or governmental  agency or body,  domestic
               or  foreign,  now pending or, to the  knowledge  of the  Company,
               threatened,  against  or  affecting  the  Company,  or any of its
               properties,  which might result in any material adverse change in
               the  condition  (financial  or  otherwise)  or in  the  earnings,
               business affairs or business  prospects of the Company,  or which
               might  materially  and adversely  affect the properties or assets
               thereof.

                    (i)  No  Default.  The  Company  is not  in  default  in the
               performance or observance of any material obligation,  agreement,
               covenant or condition contained in any indenture,  mortgage, deed
               of trust or other material instrument or agreement to which it is
               a party or by which it or its property may be bound;  and neither
               the  execution,   nor  the  delivery  by  the  Company,  nor  the
               performance  by  the  Company  of  its  obligations   under  this
               Agreement,  will  conflict  with  or  result  in  the  breach  or
               violation of any of the terms or  provisions  of, or constitute a
               default or result in the  creation or  imposition  of any lien or
               charge on any assets or  properties  of the  Company  under,  any
               material  indenture,  mortgage,  deed of trust or other  material
               agreement  or  instrument  to which the  Company is a party or by
               which  it  is  bound  or  any  statute  or  the   Certificate  of
               Incorporation or Bylaws of the Company, or any decree,  judgment,
               order, rule or regulation of any court or governmental  agency or
               body having jurisdiction over the Company or its properties.

                    (j) Full  Disclosure.  There is no fact known to the Company
               (other  than  general  economic  conditions  known to the  public
               generally)  that  has  not  been  disclosed  in  writing  to  the
               Subscriber  that  (i)  could  reasonably  be  expected  to have a
               material adverse effect on the condition (financial or otherwise)
               or  in  the  earnings,   business  affairs,  business  prospects,
               properties or assets of the Company or (ii) could

                                       140


<PAGE>



               reasonably  be expected to materially  and  adversely  affect the
               ability of the  Company to perform  its  obligations  pursuant to
               this Agreement.

          4.   Reliance on Representations.  The Subscriber understands that the
               offer and sale of the stock  are not being  registered  under the
               Act.  The Company and the  Subscriber  are relying on Rule 504 of
               Regulation D, the rules  governing  offers and sales made outside
               the United  States and a legal  opinion  obtained  by the Company
               that the offer and sale  contemplated  under this Agreement is in
               compliance with such rules.

          5.   Resales.  Subscriber  acknowledges  and agrees that the stock may
               only be resold  (a) in  compliance  with all  state  and  federal
               securities  laws, (b) pursuant to a Registration  Statement under
               the Act or (c) pursuant to an exemption from  registration  under
               the Act under Rule 504 and any applicable  U.S. state  securities
               laws.

          6.   Confidentiality.  The Company and the  Subscriber  agrees to keep
               confidential and not to disclose to or use for the benefit of any
               third party the terms of this Agreement or any other  information
               which at any time is  communicated  by the  other  party as being
               confidential  without  the prior  written  approval  of the other
               party; provided,  however, that this provision shall not apply to
               information which, at the time of disclosure,  is already part of
               the  public  domain  (except  by  breach of this  Agreement)  and
               information which is required to be disclosed by law.

          7.   Indemnification.   The  Company  and  the  Subscriber  agrees  to
               indemnify  the  other  and to hold the  other  harmless  from and
               against  any and all  losses,  damages,  liabilities,  costs  and
               expenses (including  reasonable  attorneys' fees) which the other
               may  sustain  or  incur in  connection  with  the  breach  by the
               indemnifying  party of any  representation,  warranty or covenant
               made by it in this Agreement.

          8.   Notices. Any notice to be given or to be served upon any party to
               this  Agreement  in  connection  with this  Agreement  must be in
               writing and will be deemed to have been given and  received  upon
               confirmed receipt, if sent by facsimile, or two (2) days after it
               has  been  submitted  for  delivery  by  Federal  Express  or  an
               equivalent   carrier,   charges  prepaid  and  addressed  to  the
               following addresses with a confirmation of delivery:

               If to the Company, to:

                           Premier Brands, Inc.
                           268 West 400 South
                           Salt Lake City, Utah  84101
                           Attn.:  Mr. Richard Surber, President
                           Phone No.: (801) 575-8073

                                       141


<PAGE>



                           Fax No.:     (801) 575-8092


               If to the Subscriber, to:

                           Betoeva Tatyana  Dmitrievna
                           3 Fontanskaya Dor., Apt 15
                           Odessa, Ukraine 270000
                           Phone No.:
                           Fax No.:

               Any party may, at any time by giving  notice to the other  party,
               designate  any  other  address  in  substitution  of  an  address
               established  pursuant to the  foregoing to which such notice will
               be given.

          9.   Multiple Counterparts.  This Agreement may be executed in several
               counterparts,  each of which will be deemed to be an original but
               all of which will constitute one in the same instrument. However,
               in enforcing any party's  rights under this  Agreement it will be
               necessary  to produce only one copy of this  Agreement  signed by
               the party to be charged.

          10.  Governing  Law. This  Agreement will be construed and enforced in
               accordance  with and  governed  by the laws of the State of Utah,
               except for matters  arising under the Act,  without  reference to
               principles of conflicts of law.  Each of the parties  consents to
               the jurisdiction of the federal courts whose districts  encompass
               any part of the  State  of Utah in  connection  with any  dispute
               arising under this  Agreement and hereby  waives,  to the maximum
               extent  permitted by law, any objection,  including any objection
               based  on  forum  non  conveniens,  to the  bringing  of any such
               proceeding in such  jurisdictions.  Each party hereby agrees that
               if another party to this Agreement  obtains a judgment against it
               in such a proceeding,  the party which obtained such judgment may
               enforce  same by summary  judgment  in the courts of any  country
               having jurisdiction over the party against whom such judgment was
               obtained,  and each party hereby waives any defenses available to
               it  under  local  law and  agrees  to the  enforcement  of such a
               judgment.  Each party to this Agreement  irrevocably  consents to
               the service of process in any such  proceeding  by the mailing of
               copies thereof by registered or certified mail,  postage prepaid,
               to such party at its address  set forth  herein.  Nothing  herein
               shall affect the right of any party to serve process in any other
               manner permitted by law.



                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]




                                       142


<PAGE>



                  The undersigned  acknowledges that this Agreement shall not be
effective unless and until accepted by the Company as indicated below.

Dated this______ day of September 1998.

                                           Betoeva Tatyana  Dmitrievna
                                           3 Fontanskaya Dor., Apt 15
                                           Odessa, Ukraine 270000

                                                /s/ Betoeva T
                                            -------------------------------



                                           Premier Brands, Inc.
                                           268 West 400 South
                                           Salt Lake City, Utah  84101
                                           Attn.:  Mr. Richard Surber, President
                                           Phone No.: (801) 575-8073
                                           Fax No.:     (801) 575-8092




                                           By:  /s/ Richard Surber
                                               ----------------------------
                                                   Richard Surber
                                                   President






                                      143




<PAGE>



                                    EXHIBIT A

                              OFFEREE QUESTIONNAIRE

To:      Premier Brands, Inc.
         268 West 400 South, Suite 300
         Salt Lake City, UT 84101

Dear Sirs:

The  information  contained  herein is being submitted by me for Premier Brands,
Inc.  pursuant to Sections 4(2) and/or 4(6) of the  Securities  Act of 1933 (the
"Act") and Rule 504 of Regulation D promulgated  thereunder.  I understand  that
you will rely upon the information  contained  herein since the Company's Common
Shares  ("Shares") will not be registered  under the Act or any State Securities
Act, in reliance upon the exemptions from registration provided by Sections 4(2)
and/or 4(6) of the Act and Rule 504 of Regulation D and corresponding provisions
of relevant State  Securities Acts. I understand that (i) you will rely upon the
information  contained herein for purposes of such determination,  and (ii) this
questionnaire  has been  requested  by you so that  you may  better  assess  the
suitability of the undersigned as a prospective purchaser of the Shares.

I hereby provide you with following information and information:

1.       I represent that I either:

          a) Have such  knowledge  and  experience  in  financial  and  business
     matters  that I am  capable  of  evaluating  the  merits  and  risks  of an
     investment  in the Shares.  I am not  utilizing  any other  Person to be my
     Purchaser  Representative  in connection  with  evaluating  such merits and
     risks.  I offer as evidence of my knowledge and experience in these matters
     the information requested in this Purchaser Questionnaire. Or

          b)  Have  obtained  the  services  of a  Purchaser  Representative  in
     connection herewith who is_____________________________________________. My
     Purchaser  Representative  submits  herewith  for your  files a copy of the
     attached  Purchaser  Representative  Information  that was furnished to the
     undersigned,  and I will furnish such Purchaser  Representative with a copy
     of this  Questionnaire  as  acknowledgment  of his serving as my  Purchaser
     Representative.   The   undersigned   and/or  the  above  named   Purchaser
     Representative together have such knowledge and experience in financial and
     business  matters that they are capable of evaluating  the merits and risks
     of an investment in the Shares.

2. I am a Person who is able to bear the economic  risk of an  investment in the
Shares in the  amount  which you  intend to  offer.  In making  this  statement,
consideration has been given to whether I could afford to hold the Shares for an
indefinite period of time and whether, at this

                                       144


<PAGE>



time, I could afford a complete  loss. I offer as evidence of my ability to bear
the economic risk, the information in this Purchaser Questionnaire.

3. Except as indicated  below, any purchases of the Shares will be solely for my
account,  and not for the  account  of any  other  Person  or with a view to any
resale or distribution thereof.

4. I represent to you that information contained herein is complete and accurate
and may be relied  upon by you,  and that I will notify you  immediately  of any
material change in any of such information occurring prior to the closing of the
purchase of the Shares, if any, by me.

Dated: September____, 1998

        /s Betoeva T
----------------------------------------
Betoeva Tatyana  Dmitrievna

                                       145


<PAGE>



                              PERSONAL INFORMATION

1.  Name: ________________________________________________     Age: ____________

2.  Residence Address and Telephone Number: ____________________________________

---------------------------------------------------------------------------

3.  Social Security Number: ____________________________________________________

4.  Employer and Position: _____________________________________________________

5.  Business Address and Telephone Number: _____________________________________

---------------------------------------------------------------------------

6.  Business or Professional Degrees: __________________________________________

---------------------------------------------------------------------------

7.  Prior Employment (Position, Nature of Duties, Dates of Employment
    (Past 5 years):

---------------------------------------------------------------------------

---------------------------------------------------------------------------

---------------------------------------------------------------------------

8.  Prior Investments (amount cumulative):

Up to $50,000   _______         $50,000-$150,000 ______     Over $150,000 XX
                                                                          --

9.  Financial Information:

          (A)  In each of your two  preceding  tax years,  did you  individually
               report for  federal  tax  purposes  more than  $200,000  of gross
               income, or, when combined with the income of your spouse, if any,
               $300,000 of gross income? Yes XX No _____
                                             --

          (B)  If the answer to (A) is Yes, do you presently expect to have more
               than  $200,000  of gross  income,  or,  when  combined  with your
               spouse,  if any,  $300,000 of gross income in the current taxable
               year? Yes XX No _____
                         --

          (C)  Do you have net worth of at least $1,000,000? Yes XX No ____
                                                                 --

                                      146


<PAGE>


          (D)  Net worth  (exclusive  of home,  home  furnishings  and  personal
               automobiles):

   $250,000-$500,000 _____    $500,000-$1,000,000 _____   Over $1,000,000 XX
                                                                          --

I hereby certify that the foregoing is true and correct.

Dated: September____, 1998

    /s/ Betoeva T
----------------------------------------
Betoeva Tatyana Dmitrievna

                                       147