CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT ("Agreeiment") is made this 1st day of September,
1998 and shall be effective  the first day the Services (as defined  below) were
first rendered by and between Hudson Consulting Group Inc., a Nevada corporation
("Consultant")  and Premier  Brands,  Inc., a Utah  corporation  and FD Import &
Export Corp., a New York corporation (collectively "Client").

     WHEREAS,  Consultant and Consultant's personnel have substantial experience
'in locating merger or acquisition candidates,  effecting  reorganizations,  and
settling creditors; and

     WHEREAS,  Client desires to retain  Consultant,  and Consultant  desires to
provide the Services (as defined  below) for Client on the terms and  conditions
set forth below.

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and sufficiency of Which is hereby  acknowledged,  Client and Consultant
agree as follows:

1. Engagement

Client hereby engages Consultant to provide Client the Services,  and Consultant
accepts such engagement.

2. Scope of Services to be Provided

     Consultant,  subject to the control,  direction and supervision of Client's
     Board of  Directors,  shall use its best  efforts to provide the  following
     services ("Services"):

     (A)  Consultant   shall   assist   Client  in  the   specific   acquisition
          contemplated by the Client (see "Exhibit A,  Acquisition  Agreement"),
          wherein FD Import & Export Corp. shall be required by Preim'er Brands,
          Inc. Consultant shall assist effecting this reorganization and use its
          best efforts to settle  Premier  Brands'  creditors  (see  "Exhibit B,
          Billing Invoice")

     It is mutually  understood  and agreed that the advice and  services  shall
     expressly  exclude  all legal or other  advise or  services  which  require
     licenses or certification which Consultant does not have.

3.   Term

     This  Agreement  shall have an initial  term of one (1) year (the  "Initial
     Advisory  Period"),  with an  effective  date of  August  1,  1998.  At the
     conclusion of the Initial Advisory  Period,  this Agreement can be extended
     on a month to month basis (the  "Extension  Period")  if the Client  serves
     written notice on the Consultant;  provided,  however,  that Consultant and
     Client shall agree in writing as to  Consultant's  continuing  compensation
     dui-hig any Extension Period.

     This Agreement shall fully replace and supercede any and all  iiisttmnelits
     which may have been  contemplated  or were  previously  negotiated,  and to
     specifically apply to the Agreement dated April 21, 1998 between Consultant
     and Premier Brands, Inc.(see "Exhibit C, Stock Acquisition Agreement").


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<PAGE>



4.   Time and Effort of Consultant

     Consultant shall cause Consultant's personnel to devote that amount of time
     necessary, on a weekly basis, to fulfilling Consultant's  obligations under
     this Agreement.  The particular  amount of time may vary from day to day or
     week  to  week.   Consultant   unconditionally   agrees  that  Consultant's
     personnel,  or his  replacement,  will at all times,  faithfully and to the
     best of his  experience,  ability,  and  talents,  perform  all the  duties
     required of Consultant under this Agreement.

5. Compensation

     Client  agrees  to  pay   Consultant  the  following   (collectively,   the
     "Consideration") for the Services rendered hereunder

     (A)  The Services. The Client shall pay to the Consultant,  as compensation
          for the  Services  rendered,  150,000  post-reverse  shares of Premier
          Brands,  Inc. common stock, issued pursuant to Section 4(2) and exempt
          from  registration  pursuant to Rule 144 of the Securities Act of 1933
          upon Client signing a Definitive Acquisition or Merger Agreement.

     (B)  Expenses . Costs related to facilities  famished by, expenses paid by,
          and any additional out of pocket  expenses  advanced by the Consultant
          shall  be 100 %  reimbursed  by the  Client  upon  execution  of  this
          Agreement..  At the  execution  of this  Agreement,  Client shall also
          deliver to Consultant  50% of any and all funds  representing  amounts
          preserved  to  the  Client  by  the  Consultant  with  respect  to any
          reduction in the amount  actually  paid to  creditors  on  outstanding
          debts of the Client as  reflected  in Client's  most  current  Balance
          Sheet.

         The parties acknowledge that the consideration for Clients shares to be
         delivered  to  Consultant  shall  consist of the  Services  rendered to
         Client,  and that  Consultant  is  accepting  payment ill shares as ail
         accommodation to Client.  Client shall pay consultant  within 5 days of
         consummating any merger, acquisition, or other business combination.

6.      Role of Consultant

     The Consultant,  and any person  controlled by or under common control with
     the  Consultant,  shall be free to render  similar  services  to others and
     engage in other activities,  so long as the Services rendered to the Client
     are not impaired.

     Except as otherwise  required by the  Investment  Company Act of 1940 ( the
     "1940 Act"), any of the shareholders,  directors, officers and employees of
     the Client may be a shareholder, trustee, director, officer or employee of,
     or be otherwise interested in, the Consultant, and in any person controlled
     by or under common control with the Consultant,  and the Consultant and any
     person  controlled by or under common control with the Consultants may have
     an interest in the Client.

     Except as  otherwise  agreed,  in the absence of willful  misfeasance,  bad
     faults negligence or 2


                                       63

<PAGE>



     reckless  disregard of obligations  or duties  hereunder on the part of the
     Consultant or Consultant's  personnel,  Consultant  shall not be subject to
     liability to the Client,  or to any  shareholder of the Clients for any act
     or  omission  in the  course of, or  connected  with,  rendering  set-vices
     hereunder  or for  any  losses  that  may  be  sustained  in the  purchase,
     management, holding or sale of ,any asset of or security issued by Client.

8. Client's Shares

     No later than ten (10) days  following  the date of an event  giving use to
     the obligation by Client to issue additional Fee Shares, Client will file a
     Form D with the Securities and Exchange Commission.

9. Costs and Expenses

     All third party and out-of-pocket expenses,  filing fees, copy, and mailing
     expenses  incurred by Consultant in the  performance  of the Services under
     this  Agreement  are the  responsibility  of  Client  and  shall be paid by
     Client,  or reimbursed to  Consultant,  within ten (10) days, of receipt of
     written notice by Consultant.

10. Place of Services

     The Services provided by Consultant  hereunder will be performed  primarily
     at Consultant's  offices except as otherwise  mutually agreed by Consultant
     and Client. It is understood and expected that Consultant may make contacts
     with persons and  entities and perform the Services 'in other  locations as
     deemed appropriate by Consultant,

11. Independent Contractor

     Consultant and Consultant's personnel will act as an independent contractor
     in the  performance  of  its  duties  under  this  Agreement.  Accordingly,
     Consultant will be responsible for payment of all federal, state, and local
     taxes on  compensation  paid under  this  Agreement,  including  income and
     social  security  taxes,  unemployment  insurance,  and any other taxes due
     relative to Consultant's  personnel,  and any and all business license fees
     as may be required.

12. No Agency Express or Implied

     This Agreement  creates  neither an expressed nor implied  relationship  of
     principal and agent between Client and Consultant, or Employee and Employer
     as  between  Consultant's   personnel  and  Client.   Neither  Consultant's
     personnel nor  Consultant  are  authorized to enter into any  agreements on
     behalf of Client. Consultant expressly retains the right to approve, in its
     sole  discretion,  each and every  transaction  introduced to Client and to
     make  all  rural  decisions  with  respect  to  activities   undertaken  by
     Consultant or Consultant's personnel related to this Agreement.

13. Termination

     (A)  Termination for Disability.  If during the Initial  Consulting Period,
          Consultant or  Consultant's  personnel  shall be unable to provide the
          Services  as set  forth  under  this  Agreement  for  120  consecutive
          business days because of illness, accident or other incapacity, Client
          shall have the

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<PAGE>



     (C)  Termination for Cause.  The Client may, at its option,  terminate this
          Agreement  by giving  written  notice  of  termination  to  Consultant
          without  prejudice  to any other  remedy to which  the  Client  may be
          entitled  either  at law,  in  equity,  or under  this  Agreement,  if
          Consultant:

          (i)  Willfully  breaches or neglects  the duties  that  Consultant  is
               required to perform under the terms of its Agreement;

          (ii) Fails to  promptly  comply  with and carr out all  directives  of
               Client's Board of Directors;

          (iii)Commits any  dishonest  or  unlawful  act,  in the  judgement  of
               Clients Board of Directors;

          (iv) Engages 'in any conduct which  disrupts the business of Client or
               any entity affiliated with Client; or

     (D)  Termination  Other  Than For Cause.  This  Agreement  shall  terminate
          immediately on the occurrence of any one of the following events:

          (i)  The occurrence of circumstances,  in th judgment of Clients Board
               of Directors,  that make it impracticable  for Client to continue
               its present line(s) of business;

          (ii) The  decision of and upon  notice by  Consultant  to  voluntarily
               terminate this Agreement;

          (iii)If  Client  files a  petition  in a  court  of  bankruptcy  or is
               adjudicated a bankrupt;

          (iv) If Client institutes,  or has institute against it any bankruptcy
               proceeding for  reorganization for rearrangement of its financial
               affairs;

          (v)  If Client has a  receiver  of its  assets or  property  appointed
               because of insolvency;

          (vi) If  Client  makes  a  general   assignment  for  the  benefit  of
               creditors; or

          (vii)If either party otherwise  becomes  insolvent or unable to timely
               satisfy its obligations in the ordinary course of business.

     (E)  Effect of Termination on Compensation, In the event of the Termination
          Other Than For Cause prior to the completion of the Initial Consulting
          Period, Consultant shall be, entitled to the full Compensation and any
          unpaid  portion  of  the  Consideration  and  expenses  which  remains
          outstanding.

14.  Representations  and Warranties of Client Client represents and warrants to
Consultant that:

     (A)  Corporate  Existence.  Clients are both  corporation  duly  organized,
          validly existing,  and in good standing under the laws of the State of
          New York and the State of Utah, respectively, with the corporate power
          to  own  property  and  carry  on  its  business  as it is  now  being
          conducted.

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<PAGE>





     (B)  Financial  Information.  Client  has  or  will  caus  to be  delivered
          concurrently  with the  execution  of this  Agreement,  copies  of the
          Disclosure   Documents  which   accurately  set  forth  the  financial
          condition of Client as of the respective dates of such documents.

     (C)  No Conflict.  This  Agreement has been duly executed by Client and the
          execution  and  performance  of this  Agreement  will not violate,  or
          result in a breach  of, or  constitute  a  default  in any  agreement,
          instrument,  judgement,  decree or order to which Client is a party or
          to which Client is subject,  nor will such  execution and  performance
          constitute  a violation  or conflict  of any  fiduciary  duty to Which
          Client is subject.

     (D)  Full Disclosure. The information concerning

                Client provided to Consultant pursuant to
                this Agreement is, to the best of Clients  knowledge and belief,
                complete  and  accurate in all  material  respects  and does not
                contain any untrue statement of a material fact or omit to state
                a material fact required to make the  statements  made, in light
                of the circumstances under which they were made, not misleading.

     (E)  Date of Representations and Warranties. Each o the representations and
          warranties  of Client set forth in this  Agreement is true and correct
          at and as of the date of execution of this Agreement.

15. Indemnification

          Client and  Consultant  agree to indemnify,  defen and hold each other
          harmless  from and  against  all  demands,  claims,  actions,  losses,
          damages,   liabilities,   costs  and   expenses,   including   without
          limitation,  interest  penalties  and  attorneys'  fees  and  expenses
          asserted  against or imposed or incurred by either  party by reason of
          or resulting from a breach of any representation,  warranty, covenant,
          condition, or agreement of the other party to this Agreement.

16. Specific Performance

         Consultant and Client acknowledge that in the event of a breach of this
         Agreement by either party,  money damages would be 'inadequate  and the
         non-breaching party would have no adequate remedy at law.  Accordingly,
         in the event of any  controversy  concerning  the rights or obligations
         under this Agreement,  such rights or obligations  shall be enforceable
         in a court of equity by a decree of specific performance.  Such remedy,
         however,  shall  be  cumulative,  and  non-exclusive  and  shall  be in
         addition to any other remedy to which the parties may be entitled.

17. Miscellaneous

     (A)  Subsequent  Events.  Consultant  and  Client  each agree to notify the
          other party if, subsequent to the date of this Agreement, either party
          incurs  obligations which could compromise its efforts and obligations
          under this Agreement.


                                       66

<PAGE>



     (B)  Amendment.  This  Agreement may be amended or modified at any time and
          in any manner only by an instrument in writing executed by the parties
          hereto.

     (C)  Further Actions and Assurances. At anytime and from time to time, each
          patty agrees, at its or their expense,  to take actions and to execute
          and deliver documents a may be reasonably  necessary to effectuate the
          purposes of this Agreement.

     (D)  Waiver.  Any failure of any party to this Agreement to comply with any
          of its obligations,  agreements, or conditions hereunder may be waived
          in writing by the party to whom such  compliance is owed.  The failure
          of any  patty  to this  Agreement  to  enforce  at any time any of the
          provisions  of this  Agreement  shall in no way be  construed  to be a
          waiver of any such  provision  or a waiver of the night of such  party
          thereafter to enforce each mid every such provision.  No waiver of any
          breach of or  noncompliance  with this Agreement shall be held to be a
          waiver of any other or subsequent breach or noncompliance.

     (E)  Assignment.  Neither this entire Agreement nor any right created by it
          shall be assignable by either party without the prior written  consent
          of the other.

     (F)  Notices.  Any notice or other  communication  required or permitted by
          this  Agreement  must be in writing and shall be deemed to be properly
          given when delivered in person to an officer of the other patty,  when
          deposited in the United States mails for  transmittal  by certified or
          registered  mail,  postage  prepaid,  or when  deposited with a public
          telegraph  company  for  transmitting,   or  when  sent  by  facsimile
          transmission  charges  prepared,  provided that the  communication  is
          addressed:

          (i) in the case of Client:

                  Premier Brands, Inc.
                  268 West 400 South, Suite 300
                  Salt Lake City, UT 84101
                  Telephone: (801) 575-8073
                  Facsimile: (801) 575\8092

                  FD Import & Export Corp.
                  56 Pine Street, Suite 2001
                  New York, NY 10005



          (ii) in the case of Consultant and Consultant's personnel, to

                  Hudson Consulting Group Inc.
                  268 West 400 South, Suite 300
                  Salt Lake City, Utah 84101
                  Telephone: (801) 575-8073
                  Telefax:   (801) 575-8092





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<PAGE>



or to such other person or address designated by Client or Consultant to receive
notice.

     (G)  Headings.  The section and  subsection  headings in this agreement are
          inserted  for  convenience  only and shall not  affect 'in miy way the
          meaning or interpretation of this Agreement.

     (H)  Counterparts.  This Agreement may be executed simultaneously in two or
          more counterparts  each of which shall be deemed an original,  but all
          of which together shall constitute one and the same instrument.

     (I)  Governing Law. This  Agreement was negotiated and is being  contracted
          for in the  State of Utah,  and shall be  governed  by the laws of the
          State of Nevada,  notwithstanding any conflict-of-law provision to the
          contrary.

     (J)  Binding Effect. This Agreement shall be binding upon th parties hereto
          and inure to the  benefit  of the  parties,  their  respective  heirs,
          administrators, executors, successors, and assigns.

     (K)  Entire  Agreement.  This  Agreement  contains  tile  entire  agreement
          between  the  parties  hereto  and  supersedes   ally  and  all  prior
          agreements,   arrangements,  or  understandings  between  the  parties
          relating  to  the   subject   matter  of  this   Agreement.   No  oral
          understandings,  statements,  promises, or inducements contrary to the
          terms  of  this  Agreement  exist.  No  representations,   warranties,
          covenants, or conditions,  express or implied, other than as set forth
          herein, have been made by any party.

     (L)  Severability.   If  any  part  of  this   Agreement  is  deemed  t  be
          unenforceable  the balance of the Agreement shall remain in full force
          and effect.

     (M)  Facsimile Counterparts.  A facsimile,  telecopy, or other reproduction
          of this  Agreement  may be executed by one or more parties  hereto and
          such   executed   copy  may  be  delivered  by  facsimile  of  similar
          instantaneous  electronic  transn3ission device pursuant to",Ilich the
          signature  of or on  behalf  of  such  party  car be  seen,  and  such
          execution  and  delivery  shall  be  considered  valid,   binding  and
          effective  for all purposes.  At the request of any party hereto,  all
          parses  agree to execute an original of this  Agreement as well as any
          facsimile, telecopy or other reproduction hereof

     (N)  Termination of Any Prior  Agreements.  Effective the date hereof,  all
          prior rights of Consultant  relating to tile accrual or payment of any
          form of  compensation  or other  benefits  from Client  based upon any
          agreements other than this Agreement, whether written or oral, entered
          into prior to the date hereof, are hereby terminated.

     (0)  Consolidation  or Merger.  Subject to the  provisions  of  Paragraph 7
          hereof,  in the event of a sale of the stock, or substantially  all of
          the stock,  of Client,  or  consolidation  or merger of Client with or
          into another  corporation or entity,  or the sale of substantially all
          of the operating assets of the Client to another  corporation,  entity
          or individual, Client may assign its rights and obligations under this
          Agreement to its successor-in-interest and such  successor-in-interest
          shall be deemed to have acquired all rights and assumed au obligations
          of Client  hereunder;  provided,  however,  that in no event shall the
          duties and

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<PAGE>



          Services of  Consultant  provided  for in  Paragraph 2 hereof,  or the
          responsibilities,  authority or powers commensurate therewith,  change
          in  any  material   respect  as  a  result  of  such  sale  of  stock,
          consolidation, merger or sale of assets.

     (P)  Time is of the Essence.  Time is of the essence of this  Agreement and
          of each and every provision hereof.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date above written.

                            "Consultant"

                             Hudson Consulting Group Inc., a Nevada corporation

                             By:
                                  Name: Richard Surber
                                  Title:    President

                             FD Import-Export

                             By:
                                  Name:
                                  Title:

                             Premier Brands, Inc.


                             By:
                                  Name:
                                  Title: President


                                       69

<PAGE>



INDEX TO EXHIBITS

Exhibit No.       Description

A        Acquisition agreement

B        Invoice

C        Stock Acquisition Agreement


                                       70

<PAGE>

[EXHIBIT A]

                              ACQUISITION AGREEMENT

                                     BETWEEN

                              PREMIER BRANDS, INC.

                                       AND

                            FD IMPORT & EXPORT CORP.



                                       71

<PAGE>



                              ACQUISITION AGREEMENT
                                TABLE OF CONTENTS

Purchase and Sale..............................................................2

Purchase Price.................................................................2

Warranties and Representations of FD and Sellers...............................2

Warranties and Representations of PBI..........................................5

Term...........................................................................9

The PBI Shares.................................................................9

Conditions Precedent to Closing................................................9

Termination...................................................................10

Exhibits......................................................................10

Miscellaneous Provisions......................................................10

Closing.......................................................................10

Post-Closing: Form 10 or Form 10-SB...........................................10

Governing Law.................................................................11

Counterparts..................................................................11


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<PAGE>



                              ACQUISITION AGREEMENT

         THIS  ACQUISITION  AGREEMENT  dated  September 1, 1998, by, between and
among Premier Brands,  Inc., a Utah corporation  ("PBI"), and FD Import & Export
Corp.,  a New York  Corporation  ("FD") and the  persons  listed on Exhibit  "A"
attached hereto and made a part hereof,  being all of FD's  stockholders now and
as of the closing date of this Agreement (the "Sellers").

         WHEREAS, the Sellers own a total of 200 shares of common stock, with no
par value,  of FD Common Stock,  said shares being one hundred (100%) percent of
the issued and outstanding common stock of FD; and

         WHEREAS,  the Sellers  desire to sell and PBI  desires to purchase  one
hundred (100%) percent of such shares;

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations  and warranties  herein  contained,  the parties hereby agree as
follows:

I.       Purchase and Sale. The Sellers hereby agree to sell,  transfer,  assign
         and convey to PBI and PBI hereby  agrees to purchase  and acquire  from
         the Sellers,  one hundred (100%) percent of FD's issued and outstanding
         common stock (the "FD Common Shares"), in a reorganization  pursuant to
         Section 368 (a)(1)(B) of the Internal Revenue Code.

II.      Purchase Price. The aggregate  purchase price to be paid by PBI for the
         FD Common Shares shall be 10,000,000 (post-reverse split) shares of PBI
         $ .001 par value voting common stock,  (the "PBI Common  Shares").  The
         PBI  Common  Shares  will  be  issued  to  the  individual  Sellers  in
         accordance with Exhibit "A" attached  hereto.  No fractional  shares of
         PBI Common Stock will be issued; in lieu thereof,  the number of shares
         of PBI Common  Stock to be issued to each  Seller will be rounded up to
         the next whole share.  Each of the Sellers hereby agree to the terms of
         this Agreement (the "Agreement").

III.     Warranties and  Representations of FD and Sellers.  In  order to induce
          PBI to enter  into  the  Agreement  and to  complete  the  transaction
          contemplated hereby, FD and Sellers warrant and represent to PBI that:

          A.   Organization  and Standing.  FD is a corporation  duly organized,
               validly existing and in good standing under the laws of the State
               of  New  York,  is  qualified  to  do  business  with  a  foreign
               corporation  in every  other  state or  jurisdiction  in which it
               operates  to the extent  required  by the laws of such states and
               jurisdictions,  and has full power and  authority to carry on its
               business  as now  conducted  and to own and  operate  its assets,
               properties and business.  Attached hereto as Exhibit "B" are true
               and  correct  copies  of  FD's   Certificate  of   Incorporation,
               amendments  thereto  and all  current  By laws of FD. No  changes
               thereto will be made in any of the Exhibit "B"  documents  before
               the Closing.

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<PAGE>



          B.   Capitalization.  As of the Closing Date,  FD's entire  authorized
               equity capital  consists of 200 shares of Common Stock,  of which
               200 shares of Common Stock will be outstanding as of the Closing.
               As of the Closing  Date,  there will be no other voting or equity
               securities  authorized  or issued,  nor any  authorized or issued
               securities  convertible  into voting  stock,  and no  outstanding
               subscriptions,  warrants, calls, options, rights,  commitments or
               agreements by which any of the Sellers are bound, calling for the
               issuance of any  additional  shares of common  stock of any other
               voting or equity  security.  The FD Common Shares  constitute one
               hundred  (100%)  percent  of the  equity  capital  of  FD,  which
               includes,  inter alia,  one hundred (100%) percent of FD's voting
               power, right to receive  dividends,  when, as and if declared and
               paid,  and the  right to  receive  the  proceeds  of  liquidation
               attributable to common stock, if any.

          C.   Ownership of the FD Shares As of the Date hereof, the Sellers are
               the sole  owners of the FD Common  Shares,  free and clear of all
               liens,  encumbrances and  restrictions of any nature  whatsoever,
               except by reason of the fact that the FD Common  Shares  will not
               have been registered  under the "33 Act, or and applicable  State
               Securities laws.

          D.   Taxes. FD has filed all federal,  state and local income or other
               tax  returns  and  reports  that it is  required to file with all
               governmental agencies,  wherever situate, and has paid or accrued
               for  payment  all  taxes as shown on such  returns,  such  that a
               failure to file,  pay or accrue will not have a material  adverse
               effect on FD.

          E.   Pending Actions.  There are no material legal actions,  lawsuits,
               proceedings of investigations, either administrative of judicial,
               pending of  threatened,  against or affecting  FD, or against the
               Sellers  that  arise  out of their  operation  of FD,  except  as
               described in Exhibit "C" attached hereto.  FD is not in violation
               of  any  law,  material  ordinance  or  regulation  of  any  kind
               whatever,   including,   but  not  limited  to  laws,  rules  and
               regulations governing the sale of its products,  the '33 Act, the
               Securities  Exchange  Act of 1934,  as amended (the "34 Act") the
               Rules  and  Regulations  of  the  U.S.  Securities  and  Exchange
               Commission ("SEC"), or the Securities Laws and Regulations of any
               state.

          F.   Governmental Regulation.  FD holds the licenses and registrations
               set forth on Exhibit "D" hereto from the  jurisdictions set forth
               therein, which licenses and registrations are all of the licenses
               and  registrations  necessary to permit FD to conduct its current
               business.  All of such  licenses  and  registrations  are in full
               force and effect, and there are no proceedings, hearings or other
               actions  pending that may affect the validity of  continuation of
               any of them.  No  approval  of any  other  trade or  professional
               association  or agency of  government  other than as set forth on
               Exhibit "D" is required for any of the  transactions  effected by
               this   Agreement,   and  the   completion  of  the   transactions
               contemplated  by the  Agreement  will not, in and of  themselves,
               affect or jeopardize the validity or continuation of any of them.

                                       74

<PAGE>



          G.   Ownership  of Assets.  Except as set forth in Exhibit "E", FD has
               good,  marketable title, without any liens or encumbrances of any
               nature  whatever,  to all of the  following,  if any: its assets,
               properties and rights of every type and  description,  including,
               without limitation,  all cash on hand and in banks,  certificates
               of  deposit,  stocks,  bonds,  and other  securities,  good will,
               customer  lists,  its  corporate  name and all variants  thereof,
               trademarks and trade names,  copyrights and interests thereunder,
               licenses  and  registrations,  pending  licenses  and permits and
               applications therefore,  inventions,  processes,  know-how, trade
               secrets,  real  estate and  interests  therein  and  improvements
               thereto,  machinery,  equipment,  vehicles,  notes  and  accounts
               receivable,   fixtures,   rights  under  agreements  and  leases,
               franchises,  all rights and claims under  insurance  policies and
               other contracts of whatever  nature,  rights in funds of whatever
               nature,  books and records and all other  property  and rights of
               every  kind and nature  owned or held by FD as of this date,  and
               will  continue to hold such title on and after the  completion of
               the  transactions  contemplated by the Agreement;  nor, except in
               the ordinary course of its business,  has FD disposed of any such
               asset since the date of the most recent  balance sheet  described
               in Section III (O) of this agreement.

          H.   No Interest in Suppliers,  Customers,  Landlords or  Competitors.
               Neither  the Sellers  nor any member of their  families  have any
               interest  of  any  nature  whatever  in any  supplier,  customer,
               landlord or competitor of FD.

          I.   No Debt Owed by FD to Sellers. Except as set forth in Exhibit "F"
               FD does not owe any money, securities,  or property to either the
               Sellers  or  any  member  of  the  families  or  to  any  company
               controlled  by such a  person,  directly  or  indirectly.  To the
               extent that FD may have any undisclosed  liability to pay any sum
               or  property  to any such person or entity or any member of their
               families such  liability is hereby forever  irrevocably  released
               and discharged.

          J.   Corporate  Records.  All of FD's  books and  records,  including,
               without  limitation,  its books of  account,  corporate  records,
               minute book, stock  certificate books and other records of FD are
               up-to-date,  complete  and  reflect  accurately  and  fairly  the
               conduct of its business in all material  respects  since its date
               of incorporation.

          K.   No Misleading Statements of Omissions.  Neither the Agreement nor
               any financial statement,  exhibit,  schedule or document attached
               hereto or presented to PBI in connection  herewith,  contains any
               materially misleading  statement,  or omits any fact of statement
               necessary to make the other statements or facts therein set forth
               not materially misleading.

          L.   Validity of the  Agreement.  All corporate and other  proceedings
               required  to be taken by the  Sellers and by FD in order to enter
               into and to carry out the  Agreement  have been duly and properly
               taken. The Agreement has been duly executed by the Sellers and by
               FD, and constitutes  the valid and binding  obligation of each of
               them, except to the extent limited by applicable bankruptcy,


                                       75

<PAGE>



               reorganization,  insolvency, moratorium or other laws relating to
               or effecting  generally the enforcement of creditors rights.  The
               execution  and delivery of the  Agreement and the carrying out of
               its purposes will not result in the breach of any of the terms or
               conditions  of, or  constitute  a default  under or violate  FD's
               Certificate of Incorporation or document of undertaking,  oral or
               written, to which FD of the Sellers is a party or is bound or may
               be affected,  nor will such execution,  delivery and carrying out
               violate  any  order,  writ,  injunction,  decree,  law,  rule  or
               regulation of any court,  regulatory agency or other governmental
               body;  and the business now conducted by FD can continue to be so
               conducted  after  completion  of  the  transaction   contemplated
               hereby, with FD as a wholly- owned subsidiary of PBI.

          M.   Enforceability   of  the   Agreement.   When  duly  executed  and
               delivered,  the  Agreement  and the  Exhibits  hereto  which  are
               incorporated  herein and made a part hereof are legal, valid, and
               enforceable by PBI according to their terms, except to the extent
               limited by  applicable  bankruptcy,  reorganization,  insolvency,
               moratorium or other laws  relating to or effecting  generally the
               enforcement  of  creditors  rights  and  that at the time of such
               execution  and delivery,  PBI will have acquired  title in and to
               the FD  Common  Shares  free and clear of all  claims,  liens and
               encumbrances.

          N.   Access to Books and  Records.  PBI will have full and free access
               to FD's  books  during the  course of this  transaction  prior to
               Closing, during regular business hours.

          O.   FD's Financial Statements. FD's Balance Sheet and Profit and Loss
               statement for the quarter ended June 30, 1998, attached hereto as
               Exhibit "G",  accurately  describe FD's financial  position as of
               the dates  thereof.  Within 90 days  after the  Closing.  FD will
               provide PBI with certified financial statements for the necessary
               periods  to file a Form  10 or  Form  10SB,  if  required.  These
               financial   statements  shall  be  prepared  in  accordance  with
               generally  accepted  accounting  principles  in the United States
               ("GAAP") (or as permitted by regulation S-X, S-B and/or the rules
               promulgated  under the '33' act and the 34' act and  certified by
               independent  certified  public  accountants  with substantial SEC
               experience.)

          P.   F  &D's  Corporate  Summary,  attached  hereto  as  Exhibit  "H",
               accurately describes FD's business,  assets,  proposed operations
               and  management  as of the date  thereof;  since  the date of the
               Corporate  Summary,  there  has been no  material  change  in the
               Business Plan.

IV.  Warranties and  Representations  of PBI. In order to induce the Sellers and
     FD to enter into the Agreement and to complete the transaction contemplated
     hereby, PBI warrants and represents to FD and Sellers that:

          A.   Organization  and Standing.  PBI is a corporation duly organized,
               validly existing


                                       76

<PAGE>



               and in good  standing  under  the laws of the  State of Utah,  is
               qualified to do business as a foreign  corporation in every other
               state in which it operates to the extent  required by the laws of
               such  states,  and has full power and  authority  to carry on its
               business  as now  conducted  and to own and  operate  its assets,
               properties and business.

          B.   Capitalization PBI's entire authorized equity capital consists of
               2,374,314  shares of  voting  common  stock,  $.001 par value and
               24,000  shares of  preferred  stock,  $.001 par value.  As of the
               Closing,  after giving  effect to the proposed  reverse  split of
               PBI's remaining  outstanding  shares,  PBI will have  100,000,000
               shares Common Stock, $.001 par value, authorized, of which 39,572
               shares  of  voting  common  stock  of  PBI  will  be  issued  and
               outstanding,  which does not include the 10,000,000  shares being
               issued to Sellers  hereunder  pursuant to Section 4(2) of the '33
               Act of the  issuance at closing.  Upon  issuance,  all of the PBI
               Common   Stock   will  be   validly   issued   fully   paid   and
               non-assessable.  The  relative  rights and  preferences  of PBI's
               equity securities are set forth in the Articles of Incorporation,
               as amended and PBI's By-Laws (Exhibit "I" hereto).  Except as set
               forth above, there are no voting or equity securities convertible
               into voting stock,  and no outstanding  subscriptions,  warrants,
               calls, options, rights, commitments or agreements by which PBI is
               bound,  calling  for the  issuance  of any  additional  shares of
               common stock or any other voting or equity security.  The By-Laws
               of PBI provide that a simple  majority of the shares  voting at a
               stockholders'  meeting at which a quorum is present may elect all
               of the directors of PBI. Cumulative voting is not provided for by
               the By-Laws or Articles of Incorporation of PBI. Accordingly,  as
               of the Closing the 10,000,000 shares being issued to and acquired
               by the Sellers will constitute approximately (99%) percent of the
               Common  Shares of PBI which will then be issued and  outstanding,
               which includes inter alia,  that same  percentage of PBI's voting
               power, right to receive  dividends,  when, as and if declared and
               paid,  and the  right to  receive  the  proceeds  of  liquidation
               attributable to common stock, if any.

          C.   Ownership of Shares.  By PBI's  issuance of the PBI Common Shares
               to the  Sellers  pursuant  to the  Agreement,  the  Sellers  will
               thereby acquire good absolute marketable title thereto,  free and
               clear of all liens,  encumbrances  and restrictions of any nature
               whatsoever,  except by  reason  of the fact that such PBI  shares
               will not have been registered under the '33 Act.

          D.   Significant  Agreements.  PBI is not and will not at  Closing  be
               bound by any of the  following,  unless  specifically  listed  in
               Exhibit "J" hereto:

                    1.   Employment advisory or consulting contract;

                    2.   Plan providing for employee benefits of any nature;

                    3.   Lease with respect to any property or equipment;


                                       77

<PAGE>




                    4.   Contract of commitment  for any future  expenditure  in
                         excess of $100.

                    5.   Contract  or  commitment   pursuant  to  which  it  has
                         assumed,  guaranteed,  endorsed,  or  otherwise  become
                         liable for any obligation of any other person,  firm or
                         organization;

                    6.   Contract,  agreement,   understanding,   commitment  or
                         arrangement,   other  than  in  the  normal  course  of
                         business,  not  fully  disclosed  or set  forth  in the
                         Agreement;

                    7.   Agreement  with any person  relating  to the  dividend,
                         purchase  or sale of  securities,  that has  not;  been
                         settled by the delivery of payment of  securities  when
                         due, and which remains  unsettled  upon the date of the
                         Agreement.

          E.   Sale of Business.  PBI will have sold its existing business prior
               to closing.

          F.   Taxes. PBI has filed all federal, state and local income or other
               tax  returns  and  reports  that it is  required to file with all
               governmental  agencies,  wherever situate,  and has approximately
               $87,172 in taxes as shown on such  returns.  All of such  returns
               are true and complete.

          G.   Liabilities. At and as of the Closing Date, PBI will have a total
               of approximately $148,954 in liabilities, exclusive of the costs,
               including  legal  and  accounting  fees and  other  expenses,  in
               connection with this transaction.

          H.   No  Pending  Actions.  There  are  no  legal  actions,  lawsuits,
               proceedings of investigations, either administrative or judicial,
               pending or threatened,  against  affecting PBI, or against any of
               PBI's officers or directors and arising out of their operation of
               PBI. PBI has been in compliance with, and has not received notice
               of violation  of any law,  ordinance  of  regulation  to any kind
               whatever,  including,  but not limited  to, the '33 Act,  the '34
               Act, the Rules and  Regulations of the SEC or the Securities Laws
               and  Regulations of any state.  PBI is not now and never has been
               required to file reports under the '33 Act or the '34 Act.

          I.   Corporate  Records.  All of PBI's  books and  records,  including
               without  limitation,  its  book of  account,  corporate  records,
               minute  book,  stock  certificate  books  and other  records  are
               up-to-date,  complete  and  reflect  accurately  and  fairly  the
               conduct  of its  business  in all  respects  since  its  date  of
               incorporation: all of said books and records will be delivered to
               PBI's new management at the Closing.

          J.   No Misleading Statements or Omissions.  Neither the Agreement nor
               any financial statement,  exhibit,  schedule or document attached
               hereto  or  presented  to FD's  counsel  in  connection  herewith
               contains any materially misleading statement, or


                                       78

<PAGE>



               omits any fact or statement  necessary to make the other stats of
               facts therein set forth not materially misleading.

          K.   Validity of the  Agreement.  All  corporate  and the  proceedings
               required  to be taken by PBI in order to enter  into and to carry
               out  the  Agreement  have  been  duly  and  properly  taken.  The
               Agreement has been duly executed by PBI, and  constitutes a valid
               and binding  obligation of PBI. The execution and delivery of the
               Agreement and the carrying out of its purposes will not result in
               the breach of any of the terms or conditions  of, or constitute a
               default under or violate,  PBI's  Certificate of Incorporation or
               By-Laws,  or any agreement,  lease,  mortgage,  bond,  indenture,
               license or other  document or  undertaking,  oral or written,  to
               which  PBI is a party or is bound  or may be  affected,  nor will
               such  execution,  delivery  and  carrying  out violate any order,
               writ,  injunction,  decree,  law, rule or regulation of any court
               regulatory agency or other governmental body.

          L.   Enforceability   of  the   Agreement.   When  duly  executed  and
               delivered,  the  Agreement  and the  Exhibits  hereto  which  are
               incorporated  herein and made a part hereof are legal, valid, and
               enforceable by FD and the Sellers  according to their terms,  and
               that at the time of such execution and delivery, the Sellers will
               have  acquired  good,  marketable  title in and to the PBI Common
               Shares acquired pursuant hereto,  free and clear of all liens and
               encumbrances.

          M.   Access to Books and  Records.  FD and Sellers  will have full and
               free access to PBI's books and records  during the course of this
               transaction prior to and at the Closing.

          N.   PBI Financial  Stats. At or before the Closing,  PBI will provide
               FD  with  recent  audited  financial  statements,  which  will be
               certified in accordance with GAAP by independent certified public
               accountants with substantial SEC experience.

          O.   PBI  Financial  Condition.  As of the  Closing,  PBI will have no
               assets and $148,954 liabilities.

          P.   Stockholder  Approval.   Immediately  upon  the  signing  of  the
               Agreement,  PBI will  submit to its  stockholders  by  meeting or
               consent the matters  described in section  VII(B)(1)  herein,  if
               required to do so under Utah  Corporate  Law.  Hudson  Consulting
               Group,  Inc.  agrees  that it will vote all of its PBI  shares in
               favor of all items  submitted to PBI  stockholders  in accordance
               with the Agreement.

V.   Term. All representations, warranties, covenants and agreements made herein
     and in the  exhibits  attached  hereto  shall  survive  the  execution  and
     delivery of the Agreement and payment pursuant thereto.

VI.  The PBI  Shares.  All o f the PBI Common  Shares  shall be validly  issued,
     fully-paid and non-assessable  shares of PBI Common Stock, with full voting
     rights, dividend rights, and


                                       79

<PAGE>



     the right to receive the proceeds of  liquidation,  if any, as set forth in
     the respective Articles of Incorporation.

VII. Conditions Precedent to Closing.

          A.   The  obligations  of FD and Sellers under the Agreement  shall be
               and are  subject to  fulfillment,  prior to or at the  Closing of
               each of the following conditions:

                    1.   That  PBI  and  its  management   representations   and
                         warranties  contained  herein shall be true and correct
                         at the time of closing date as if such  representations
                         and warranties were made at such time;

                    2.   That PBI and its  management  shall have  performed  or
                         complied  with all  agreements,  terms  and  conditions
                         required by the  Agreement  to be performed or complied
                         with by them prior to or at the time of Closing;

                    3.   That PBI's stockholders, by proper and sufficient vote,
                         shall  have  properly   approved  all  of  the  matters
                         described in Section  VII(B)(1)  herein, if required to
                         do so under Utah Corporate Law; and

          B.   The  obligations  of PBI  under  the  Agreement  shall be and are
               subject to fulfillment, prior to, at the Closing or subsequent to
               the Closing of each of the following conditions:

                    1.   That PBI  stockholders,  if  necessary  by  proper  and
                         sufficient  vote  of  its   stockholders,   shall  have
                         approved   the   Agreement    and   the    transactions
                         contemplated  hereby and will have  approved such other
                         changes  as  are  consistent  with  the  Agreement  for
                         submission  to PBI  stockholders,  if required to do so
                         under Utah Corporate Law;

                    2.   That FD's and Sellers'  representations  and warranties
                         contained  herein shall be true and correct at the time
                         of Closing as if such  representations  and  warranties
                         were made at such time; and

                    3.   That FD and Sellers  shall have  performed  or complied
                         with all agreements,  terms and conditions  required by
                         the  Agreement to be performed or complied with by them
                         prior to or at the time of Closing.

                    4.   That  Sellers,   individually,  and  PBI,  jointly  and
                         severally  indemnify  and hold  harmless  PBI's  former
                         officers,  directors, agents and affiliates against any
                         claims or liabilities,  including reasonable attorney's
                         fees and other  reasonable  defense  costs  incurred in
                         defending  such claims or  liabilities,  resulting from
                         any claims or liabilities  asserted against them to any
                         material   misrepresentation   or   omissions   in  the
                         Agreement made by PBI or Sellers.


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<PAGE>




VIII.  Termination.  The  Agreement  may be terminated at any time before or; at
       Closing, by:

          A.   The mutual agreement of the parties;

          B.   Any party if:

                    1.   Any  provision of the  Agreement  applicable to a party
                         shall be materially untrue or fail to be accomplished.

                    2.   Any legal  proceeding  shall  have been  instituted  or
                         shall be imminently  threatening to delay,  restrain or
                         prevent the consummation of the Agreement.

Upon  termination of the Agreement for any reason,  in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and  expenses  as each party has  incurred  and no party  shall be liable to the
other.

IX.  Exhibits.  All Exhibits  attached  hereto are  incorporated  herein by this
     reference as it they were set forth in entirety.

X.   Miscellaneous  Provisions.  This Agreement is the entire agreement  between
     the parties in respect of the subject matter hereof, and there are no other
     agreements,  written or oral,  nor may the Agreement be modified  except in
     writing and  executed by all of the parties  hereto.  The failure to insist
     upon strict  compliance  with any of the terms,  covenants or conditions of
     the Agreement shall not be deemed a waiver or  relinquishment of such right
     or power at any other time or times.

XI.  Closing.  The Closing of the  transactions  contemplated  by the  Agreement
     ("Closing")  place  at 1:00  P.M.  on the  first  business  day  after  the
     stockholders of PBI approve this transaction, if approval is required or on
     September 8, 1998,  whichever  is sooner,  if  shareholder  approval is not
     required  or  can  be  obtained   subsequent  to  closing  by   shareholder
     ratification.    The    Closing    shall    occur   at   the   offices   of
     __________________________________  or such  other  date  and  place as the
     parties  hereto shall agree upon. At the Closing,  all of the documents and
     items referred to herein shall be exchanged.

XII. Post-Closing: Form 10 or Form 10-SB. As soon as practical after Closing and
     after PBI meets the initial listing  requirements for the NASDAQ Small Caps
     market,  PBI will  prepare,  file and use its best efforts to have declared
     effective  a  Form  10  or  Form  10-SB  Registration  Statement  with  the
     Securities and Exchange Commission.

XIII.Governing  Law.  The  Agreement  shall  be  governed  by and  construed  in
     accordance with the internal laws of the State of Utah.

                                       81

<PAGE>



XIV. Counterparts.   The  Agreement  may  be  executed  in  duplicate  facsimile
     counterparts,  each of which shall be deemed an original and together shall
     constitute on and the same binding  Agreement,  with one counterpart  being
     delivered to each party hereto.

         IN WITNESS  WHEREOF,  the parties hereto have set their hands and seals
as of the date and year above first written.

Premier Brands, Inc.



By: /s/ Richard D. Surber
-------------------------
        Richard D. Surber
Its:   President

FD Import & Export Corp.



By: /s/ Igor Fruman
------------------------
        Igor Fruman
Its:   President


SELLERS:


/s/ Igor Fruman
-----------------------
Igor Fruman

/s/ Vladislav V. Dyablo
-----------------------
Vladislav V. Dyablo


/s/ Vyacheslav Fruman
-----------------------
Vyacheslav Fruman


                                       82

<PAGE>


[EXHIBIT B]
[INVOICE]



FD Import & Export Corp.

Invoice submitted to:
Premier Brands, Inc.

September 1, 1998

         TOTAL CASH DUE TO HUDSON                                $199,672
         SEE SCHEDULE BELOW FOR BREAK DOWN OF TOTAL AMOUNT

         TOTAL STOCK DUE TO HUDSON                                150,000 SHARES


                                    Administrative and Reimbursable Expenses

         Hudson Consulting Group, Inc. ("Hudson")                 $12,225
         Hudson for payments made to stock transfer agent          $1,139
         Hudson for expedited listing in Standard & Poor's        $ 5,000
         Hudson for printing and issuance of stock certificates    $1,000
         (Estimated)
         Hudson for obtaining new CUSIP Number                      $ 100
         Hudson for overnight delivery service (11 @ $14.00)        $ 154
                                                                 --------
         Total Administrative and Reimbursable Expenses           $19,618

         Professional Services Rendered

         Consummation of Acquisition/Merger between Premier

         Brands, Inc. and FD Import & Export Corp.                150,000 shares
                                                                 --------
         Total Restricted Common Stock                            150,000

         Professional Consulting Fees Reimbursable to Hudson

         Hans Anderegg                                             $2,800
                                                                 --------
         (netted down from $5,000 for payment of indemnity bond
         premium)
                                                          Total    $2,800

         Jon Williams                                              $7,500
                                                                   ------
                                                          Total    $7,500


                                       83

<PAGE>



                        Statement of Current Liabilities

         Name                                                      Amount
                                                                   ------
         Harlan & Boettger, Auditor                               $20,800
         Current Liabilities

         Accounts payable, including Notes owing to
         Peter Kruse and Dr. Jerome P. Kraft for
         $5,000 each                                              $23,375
         Settlement payable                                       $25,000
         Payroll taxes payable                                    $87,172
         Accrued expenses                                         $12,607
         Income taxes payable                                       1,800
                                                                  ---------
                  Total    Current Liabilities  $169,754 Hudson will receive 50%
                           of any savings  effected  on the current  liabilities
                           and  the  remaining  50%  will  be re  turned  to the
                           company.


                                       84

<PAGE>

[EXHIBIT C]

                           STOCK ACQUISITION AGREEMENT

         This Stock Acquisition  Agreement  ("Agreement") is made effective this
21st  day  of  April,  1998  by  and  between,  Hudson  Consulting  Group,  Inc.
("Hudson"),  a Nevada corporation,  and Premier Brands, Inc. a Utah Corporation,
the Client ("Client"), with respect to the following:

                                    RECITALS

         WHEREAS,  Hudson  is in the  business  of  providing  general  business
consulting services to privately held and publicly held corporations; and

         WHEREAS,  Client desires to transfer  913,060 shares of common stock in
Premier  Brands to Hudson to obtain  advice  relative to  corporate  and seek to
resolve  various  corporate  obligations  through  utilizing  Hudson's  business
consulting services.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration,  the
receipt and adequacy of which is expressly acknowledged, Client and Hudson agree
as follows:

15.      Engagement of Hudson

         Hudson agrees to use its best efforts to assist Client in:

          a.   achieving the  techniques and preparing the documents for raising
               capital  through a placement  of  Premier's  stock or  investment
               units  under the  rules and  regulations  of the  Securities  and
               Exchange Commission (SEC) promulgated  pursuant to the Securities
               Act of 1933, as amended (the "Act"), including but not limited to
               strategy and logistics or preparation of necessary  documentation
               to complete a offering in compliance with the applicable  federal
               and state rules and  regulations,  preparation of a due diligence
               file,  and  delivery of the  necessary  forms to the SEC with the
               requisite number of copies, funds to be raised are to be not less
               than $65,000 nor more than $200,000;

          b.   The parties agree that any shares  offered or  transferred  under
               paragraph (a) above shall be at the price of $0.10 per share.

          c.   notifying market makers in order to develop a market for Clients'
               stock;

          d.   notifying  appropriate  public  relations and investor  relations
               services;.

         All of the foregoing  services  collectively  are referred to herein as
the "Consulting Services."


                                       85

<PAGE>



16.      Compensation

         Client shall  compensate  Hudson for consulting  services  ("Consulting
Services") rendered pursuant to this Agreement as follows:

          a.   Upon  completion  of the initial  offering and  generation of not
               less than $65,000,  that shall be used to pay tax  obligations of
               Premier,  Client shall transfer 913,060 shares of common stock of
               Premier to Hudson or its designees, at the option of Hudson.

          b.   In  addition to the above,  client  shall pay Hudson a fee of ten
               percent of the amount  raised from the date of the  Agreement and
               during the term hereof under any subsequent  private  offering in
               excess of $65,000 up to $200,000.

          c.   Any shares issued  pursuant to this Agreement  shall be issued in
               compliance with the rules and regulations of the Act, as amended.
               If Hudson receives  restricted  shares under the Act, such shares
               shall have "piggy back" registration rights with any registration
               statement,  such statement  filed at such time as Client,  in its
               sole discretion, deems advisable.

          d.   Client  shall  at  Hudson's  request  appoint  new  officers  and
               directors of Premier as designated by Hudson.

          e.   Within 20 days of the execution hereof,  Client shall deliver the
               stated  number  of  shares,  with all  signatures  and  documents
               necessary to complete the transfer thereof,  to a mutually agreed
               upon third  party to hold in trust  until  funds of not less than
               $60,000 have been  delivered  to the same party,  upon receipt of
               the funds,  the shares shall be delivered to Hudson and the funds
               used to satisfy the tax obligation of Premier, up to that amount.

17.      Expenses.
         --------

          a.   Hudson  agrees to assume and  promptly  pay all costs  associated
               with the completion of the services contemplated herein.

18.      Nondisclosure of Confidential Information

          a.   In  consideration  for entering into this Agreement,  the parties
               herein  mutually  agree  that  the  following  items  used in the
               parties' respective businesses are secret, confidential,  unique,
               and valuable, and were developed by the parties at great cost and
               over a long period of time, and disclosure of any of the items to
               anyone other than officers,  agents,  or authorized  employees of
               the Client and Hudson which may result in irreparable injury:

               i.   non-public financial  information,  accounting  information,
                    plans of operations, possible mergers, or acquisitions prior
                    to the public announcement;

               ii.  customer lists, call lists, and other confidential  customer
                    data;

               iii. memoranda,  notes,  records concerning  technical  processes
                    conducted by either party;

               iv.  sketches,  plans,  drawings, and other confidential research
                    and development data; v. manufacturing  processes,  chemical
                    formula, and/or the composition of products; or


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               vi.  any and all technology and/or computer  generated  programs,
                    including, but not limited to, hardware or software.

     b.   Hudson  shall have no  liability  to Client with respect to the use or
          disclosure to others not party to this Agreement,  of such information
          as Hudson can establish to:

               i.   have been publicly known;

               ii.  have  become  known,  without  fault on the part of  Hudson,
                    subsequent to disclosure  by Client of such  information  to
                    Hudson;

               iii. have been otherwise  known by Hudson prior to  communication
                    by the Client to Hudson of such information; or

               iv.  have been received by Hudson at any time from a source other
                    than Client lawfully having possession of such information.

19.      Term of Agreement

         Hudson and client agree that the  transfers  contemplated  herein shall
take place within 60 days of the execution of this Agreement.  Extensions hereof
shall be by the mutual consent of the parties and shall be in writing.

20.      Non-Circumvention

         Client agrees that they will not enter into any transaction involving a
business  opportunity  or asset  introduced  to the  Client by  Hudson,  without
compensating  Hudson pursuant to this Agreement.  Nor will the Client  terminate
this Agreement solely as a means to avoid paying Hudson  compensation  earned or
to be earned,  or in any other way  attempt to  circumvent  Hudson or this Stock
Acquisition Agreement.

21.      Due Diligence

         Client  shall  supply and deliver to Hudson all  information  as may be
reasonably requested,  including business plans, officer  questionnaires and due
diligence questionnaires to enable Hudson to make an investigation of the Client
and its  business  prospects,  and they shall make  available  to Hudson  names,
addresses,  and telephone  numbers as Hudson may need to verify or  substantiate
any such information provided.

22.      Clients' Representations

         Client represents,  warrants,  and covenants to Hudson that each of the
following are true and complete as of the date of this Agreement:

          a.   Corporate  Existence.  Client is a  corporation  duly  organized,
               validly  existing,  and in good  standing  under  the laws of the
               state  of  its  incorporation,  with  full  corporate  power  and
               authority and all necessary  governmental  authorization  to own,
               lease and operate  property,  and carry on its  business as it is
               now being  conducted.  Client is duly qualified to do business in
               and is in good standing in every jurisdiction in which the nature
               of its business or the property  owned or leased by it makes such
               qualifications necessary.

          b.   Clients'  Authority for Agreement.  The execution and delivery of
               this  Agreement  and  the   consummation   of  the   transactions
               contemplated herein have been duly authorized by the Client. This
               Agreement has been duly executed and delivered by Client, and


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               constitutes  the valid and legally  binding  obligation of Client
               enforceable  in accordance  with its terms,  except to the extent
               that  enforceability  may be subject to or limited by bankruptcy,
               insolvency,  reorganization,  moratorium,  or other  similar laws
               affecting  creditor rights generally.  The execution and delivery
               of  this  Agreement  and  the  consummation  of the  transactions
               contemplated  herein  will not  conflict  with or  result  in any
               violation of any provision of Clients'  Articles of Incorporation
               or Bylaws. To the best of Clients' knowledge,  after due inquiry,
               the execution and delivery of this Agreement and the consummation
               of the  transactions  contemplated  herein will not conflict with
               any mortgage, indenture, lease, contract, commitment,  agreement,
               or  other  instrument,   permit,  concession,  grant,  franchise,
               license, judgement, order, decree, statute, law, ordinance, rule,
               or regulation  applicable  to Client or any of its  properties or
               assets.

          c.   Consents  and  Authorizations.  Any consent,  approval,  order or
               authorization of, or registration,  declaration,  compliance with
               or filing with any governmental or regulatory  authority required
               in connection  with the execution and delivery of this  Agreement
               to  permit  the   consummation   by  Client  and  Hudson  of  the
               transactions  contemplated  herein  shall  be  accomplished  in a
               timely  manner and in accordance  with federal  and/or state laws
               where applicable.

          d.   Litigation  There  are no  judicial  or  administrative  actions,
               suits, proceedings or investigations pending, or to the knowledge
               of the Client,  threatened  which may result in any  liability on
               the part of the Client other than what has already been disclosed
               to Hudson.

          e.   Involvement  in  Proceedings  or   Investigations  by  Securities
               Regulatory    Authorities   The   Client,   its   officers,   10%
               shareholders,  and any entity which Client or its  affiliates  or
               officers  control,  has  not  been  previously  involved  in  any
               litigation,  investigations  or  proceedings  with the SEC or any
               other State or Foreign Securities Regulatory organization, and is
               not presently indicted and/or was never convicted of fraud or any
               similar crime  involving  any  allegation of dishonesty or theft,
               nor found guilty or is currently involved in legal proceedings of
               such conduct in a civil context, other than as disclosed and with
               full and complete details attached hereto.

          f.   Minute  Books.  The  minute  books  of  Client  contain  full and
               complete  minutes of all annual,  special and other  meetings (or
               written consents in lieu thereof) of the directors and committees
               of directors and  shareholders of Client;  the signatures on such
               minutes  and  written  consents  are the true  signatures  of the
               persons  purporting to have signed them;  and the stock ledger of
               Client with  respect to shares of Client'  common stock issued or
               transferred  is  complete  and no  documentary  stamp  taxes  are
               required  to be  affixed  and  canceled  in  connection  with the
               transfer or issuance of the shares.

          g.   Disclosure  Documents.  Client has or will cause to be delivered,
               concurrent  with the execution of this  Agreement,  copies of its
               entity  records  as  requested  to  effectuate  any   transaction
               contemplated herein.  Documents which Client agrees to provide to
               Hudson  shall  include  but not be limited  to audited  financial
               statements for the past three years of Clients'  operations or as
               long as the  Client  has been in  operation,  whichever  is less,
               which have been audited by a SEC peer approved financial auditor,
               any entity  resolutions and any and all other documents which may
               in any  way  relate  to the  transactions  contemplated  in  this
               Agreement.

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<PAGE>



          h.   Nature of Representations.  No representation or warranty made by
               Client  in  this  Agreement,  nor  any  document  or  information
               furnished or to be  furnished  by Client to Hudson in  connection
               with  this  Agreement,   contains  or  will  contain  any  untrue
               statement  of material  fact,  or omits or will omit to state any
               material fact necessary to make the statements  contained therein
               not  misleading,  or omits to state any material fact relevant to
               the transactions contemplated by this Agreement.

23.      Independent Legal and Financial Advice

         Hudson is not a law firm;  neither  is it an  accounting  firm.  Hudson
does,  however,  employ  professionals in those capacities for its sole benefit.
Client  represent  that  they have not nor will they  construe  any of  Hudson's
representations  to be  statements  of law. Each entity has and will continue to
seek the  independent  advice  of legal  and  financial  counsel  regarding  all
material aspects of the transactions  contemplated by this Agreement,  including
the review of all documents  provided by Hudson to Client and all  opportunities
Hudson introduces to Client.  Further,  Hudson is not a broker/dealer,  and does
not represent  itself to be such.  All advice  given,  all filings and all other
services  provided  to  Client  by  Hudson  shall  be  complete,  timely  and in
compliance  with  current   applicable   Federal  and  State  laws,   rules  and
regulations.

24.      All Prior Agreements Terminated

         This Agreement comprises the entire agreement and understanding between
the parties hereto at the date of this Agreement as to the subject matter hereof
and supersedes and replaces all proposals,  prior  negotiations  and agreements,
whether  oral or  written,  between the parties  hereto in  connection  with the
subject  matter  hereof.  None of the  parties  hereto  shall  be  bound  by any
conditions,  definitions,  warranties  or  representations  with  respect to the
subject  matter of this  Agreement  other  than as  expressly  provided  in this
Agreement unless the parties hereto subsequently agree to vary this Agreement in
writing, duly signed by authorized representatives of the parties hereto.

25.      Hudson is not an Agent or Employee of Client.

         Obligations  of  Hudson  under  this  Agreement  consist  solely of the
Services  described  herein. In no event shall Hudson be considered to act as an
employee  or agent of Client or  otherwise  represent  or bind  Client.  For the
purposes  of this  Agreement,  Hudson is an  independent  contractor.  All final
decisions  with respect to acts of Client  whether or not made pursuant to or in
reliance on information or advice furnished by Hudson hereunder,  shall be those
of Client or its affiliates  and Hudson,  its employees or agents shall under no
circumstances be liable for any expense incurred or loss suffered by Client as a
consequence of such action or decisions.

26.      Miscellaneous

          a.   Authority.  The execution and  performance of this Agreement have
               been duly  authorized by all  requisite  corporate  action.  This
               Agreement  constitutes  a valid  and  binding  obligation  of the
               parties hereto.

          b.   Amendment.  This  Agreement may be amended or modified only by an
               instrument in writing executed by the parties hereto.

          c.   Waiver.  No term of this Agreement shall be considered waived and
               no breach  excused by either  party  unless made in  writing.  No
               consent  waiver or excuse by either  party,  express  or  implied
               shall constitute a subsequent consent, waiver or excuse.

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          e.   Assignment.

                  i.       The  rights  and  obligations  of Hudson  under  this
                           Agreement  shall inure to the benefit of and shall be
                           binding upon its successors and assigns.  There shall
                           be no  rights  of  transfer  or  assignment  of  this
                           Agreement  by Client  except  with the prior  written
                           consent of Hudson.

                  ii.      Nothing in this Agreement,  expressed or implied,  is
                           intended  to confer  upon any  person  other than the
                           parties and their successors,  any rights or remedies
                           under this Agreement.

          d.   Notices. Any notice or other communication  required or permitted
               by this  Agreement  must be in writing  and shall be deemed to be
               properly  given  when  delivered  in person to an  officer of the
               other  party,  when  deposited  in the  United  States  mails for
               transmittal by certified or registered mail, postage prepaid,  or
               when  deposited   with  a  public   telegraph   Corporation   for
               transmittal  or when  sent  by  facsimile  transmission,  charges
               prepaid provided that the communication is addressed:

                  i.       In the case of Hudson to:

                           Hudson Consulting Group, Inc.
                           268 West 400 South, Suite 300
                           Salt Lake City, Utah  84101
                           (801) 575-8073
                           (801) 575-8092 (fax)
                           Attention: Richard Surber, President

         In the case of Client to:

                           Premier Brands, Inc.
                           714 Adams, Suite 108
                           Huntington Beach, California 92646
                           FAX (714) 374-2634
                           Attention: Keith Lipscomb

          or to such  other  person or  address  designated  by the  parties  in
          writing to receive notice.

          f.   Headings and Captions.  The headings of  paragraphs  are included
               solely for convenience.  If a conflict exists between any heading
               and the text of this Agreement, the text shall control.


          g.   Entire  Agreement.  This  instrument  and  the  exhibits  to this
               instrument contain the ----------------- entire agreement between
               the parties with respect to the  transaction  contemplated by the
               Agreement.  It may be executed in any number of counterparts  but
               the aggregate of the  counterparts  together  constitute only one
               and the same instrument.


          h.   Effect of Partial  Invalidity.  In the event that any one or more
               of the  provisions  contained  in this  Agreement  shall  for any
               reason be held to be invalid,  illegal,  or  unenforceable in any
               respect,  such invalidity,  illegality or unenforceability  shall
               not  affect  any other  provisions  of this  Agreement,  but this
               Agreement  shall be constructed as if it never contained any such
               invalid, illegal or unenforceable provisions.


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<PAGE>



          i.   Controlling Law. The validity, interpretation, and performance of
               this Agreement shall be governed by the laws of the State of Utah
               without  regard to its law on the  conflict of laws.  Any dispute
               arising  out of this  Agreement  shall be  brought  in a court of
               competent jurisdiction. The parties exclude any and all statutes,
               law and  treaties  which would allow or require any dispute to be
               decided  in  another  forum or by other  rules of  decision  than
               provided in this Agreement.

          j.   Attorney  Fees.  If any action at law or in equity,  including an
               action  for  declaratory  --------------  relief,  is  brought to
               enforce  or  interpret  the  provisions  of this  Agreement,  the
               prevailing party shall be entitled to recover reasonable attorney
               fees,  court costs,  and other costs incurred in proceeding  with
               the action from the other party.  The attorney fees,  court costs
               or other  costs,  may be ordered by the court in its  decision of
               any action  described  in this  paragraph or may be enforced in a
               separate  action brought for  determining  attorney  fees,  court
               costs,  or other costs.  Should  either party be  represented  by
               in-house  counsel  all  parties  agree  that  party  may  recover
               attorney  fees  incurred  by that  in-house  counsel in an amount
               equal to that attorney's reasonable fees for similar matters, or,
               should that attorney not normally charge a fee, by the reasonable
               rate charged by attorneys  with similar  background in that legal
               community,  considering  all relevant  factors  including but not
               limited to the specialty or specializations, if any, of the legal
               subjects required.

          k.   Time is of the Essence.  Time is of the essence of this Agreement
               and of each and every provision hereof.

          l.   Mutual Cooperation.  The parties hereto shall cooperate with each
               other to achieve the purpose of this Agreement, and shall execute
               such other and further  documents and take such other and further
               actions  as  may  be  necessary  or   convenient  to  effect  the
               transactions described herein.

          m.   Indemnification.  Client  and  Hudson  agree to  indemnify,  hold
               harmless  and  defend  the other from and  against  all  demands,
               claims,  actions,   losses,  damages,   liabilities,   costs  and
               expenses,  including  without  limitation,  interest,  penalties,
               court fees,  and attorney fees and expenses  asserted  against or
               imposed or  incurred  by either  party by reason of or  resulting
               from a breach of any representation, warranty, covenant condition
               or agreement of the other party to this Agreement.  Neither party
               shall be responsible to the other party for any  consequential or
               punitive damages.

          n.   No Third Party Beneficiary.  Nothing in this Agreement, expressed
               or implied, is intended to confer upon any person, other than the
               parties hereto and their successors, any rights or remedies under
               or  by  reason  of  this   Agreement,   unless   this   Agreement
               specifically states such intent.

          o.   Facsimile  Counterparts.  If a party  signs  this  Agreement  and
               transmits an electronic  facsimile of the  signature  page to the
               other party,  the party who receives  the  transmission  may rely
               upon  the  electronic  facsimile  as a  signed  original  of this
               Agreement.   Further,   this   Agreement   may  be   executed  in
               counterparts.






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         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
dates indicated below.

Hudson Consulting Group, Inc.

_____________________________                     Date: ______________________
By:


Client
Premier Brands, Inc.

Date:
-------------------------------------------------------------------------------
By:


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