STOCK REPURCHASE AGREEMENT

     THIS STOCK REPURCHASE  AGREEMENT (this "Agreement") is made effective as of
August  19,1998,  by and  between  Premier  Brands,  Inc.,  a  Utah  corporation
("Premier"),  with its principal place of business at 268 West 400 South,  Suite
300, Salt Lake City, Utah 84 1 01 and Keith R. Lipscomb  ("Keith"),  residing at
9571 Onset Circle, Huntington Beach, California 92646.

                                    PREMISES

          A. Keith owns seven  hundred  thirty three  thousand  sixty  (733,060)
          pre-reverse split shares of common stock of Premier (the "Shares").

          B.  Premier is  interested  in  reacquiring  the Shares  from Keith in
          exchange for retention by Keith of ownership of a certain  quantity of
          sports  trading  cards and of two (2) parcels of land  situated on the
          Island of Hawaii in the State of Hawaii.

                                    AGREEMENT

         BASED on the above  Premises,  which are  hereby  incorporated  by this
reference and in  consideration  of the mutual promises  contained  herein,  the
benefits  to be  derived  by each party  hereunder  and other good and  valuable
consideration,  the sufficiency of which is hereby expressly acknowledged, Keith
and Premier agree as follows:

1. PURPOSE

     On the basis of the  representations  contained  herein and  subject to the
terms and conditions  set forth herein,  Premier agrees to repurchase the Shares
from Keith in  exchange  for  retention  by Keith of the  aforementioned  sports
trading cards and two (2) parcels of land.

2. DELIVERY OF THE SHARES

          A. Keith shall  deliver the  certificates  representing  the Shares to
          Premier with his execution of this agreement,  along with signed stock
          powers bearing Medallion stamped signature guaranties .

          B. Premier, by execution of this agreement, grants to Keith possession
          of both the sports  trading  cards and the two (2)  parcels of land on
          the Island of Hawaii.

3. REPRESENTATIONS AND WARRANTIES OF KEITH
   Keith hereby represents and warrants to Premier that:

          A.  Authority.  This  Agreement has been duly  executed by Keith.  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, order or decree to which Keith is a party or to which he is
          subject.

          B. Transfer. Keith transfers the title to the Shares to Premier.

          C. Information.  No representation or warranty  contained herein,  nor
          statement in any document,  certificate or schedule furnished or to be
          furnished pursuant to this Agreement by Keith


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          in connection with the transaction  contemplated  hereby,  contains or
          contained any untrue  statement of a material  fact,  nor does or will
          omit to state a material fact  necessary to make any statement of fact
          contained herein not misleading.

4.  REPRESENTATIONS  AND  WARRANTIES OF PREMIER

Premier  hereby  represents  and  warrants to Keith  that:  A.  Authority.  This
Agreement has been duly executed by Premier.  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,  order or  decree  to which
Premier is a party or to which  Premier is subject nor will such  execution  and
performance  constitute a violation of or conflict  with any  fiduciary  duty to
which Premier is subject.

         B.       Security Compliance.  Premier hereby represents to Keith that:

                    (i)   Premier   is   acquiring   the  Shares  in  a  private
                    transaction.

                    (ii) Premier will not sell, transfer or otherwise dispose of
                    the Shares except in compliance  with the  Securities Act of
                    1933, as amended (the "Securities Act").

5. TERMINATION

Either  party may  terminate  this  Agreement  at  anytime  prior to the date of
Closing if there is any actual or  threatened  action or proceeding by or before
any court or any other governmental body which seeks to restrain,  prohibit,  or
invalidate the transactions which this Agreement  contemplates and which, in the
judgment of the party giving  notice to  terminate  and based upon the advice of
legal counsel,  makes it inadvisable to proceed with the transactions which this
Agreement contemplates.

6.       MISCELLANEOUS

          A. Notices.  Any notice under this  Agreement  shall be deemed to have
          been  sufficiently  given if sent by  registered  or  certified  mail,
          postage prepaid, addressed as follows:

          Premier  Brands,  Inc.
          268 West 400,  Suite 300
          Salt Lake City,  Utah 84101
          Attention: Richard D. Surber

          Keith R. Lipscomb
          9571 Onset Circle
          Huntington Beach, California 92646

          or to any other address  which the parties may hereafter  designate by
          notice.  All notices shall be deemed to have been given as of the date
          of receipt.

          B. Entire  Agreement.  This instrument sets forth the entire agreement
          between the parties  hereto and no prior written or oral  statement or
          agreement shall be recognized or enforced.


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          C. Severability.  If a court of competent jurisdiction determines that
          any clause or  provision  of this  Agreement  is  invalid,  illegal or
          unenforceable, the other clauses and provisions of the Agreement shall
          remain in full force and effect.  The clauses and provisions which the
          Court determines are void, illegal o r unenforceable  shall be limited
          so that they remain in effect to the extent permissible by law.

          D.  Assignment.  Neither party may assign this  Agreement  without the
          express  prior  written  consent of the other party.  However,  if the
          other party consents to the assignment  such  assignment will bind and
          inure to the benefit of the assignee.

          E.  Applicable  Law. This Agreement shall be construed and enforced in
          accordance with the laws of the State of Utah, the state in which this
          Agreement will be performed.

          F. Venue.  To the extent  permitted by law, the parties agree that the
          federal and local  courts in Utah shall have  exclusive  personal  and
          subject matter jurisdiction and venue for any claim or dispute between
          the  parties,  irrespective  of the  nature  or source of the claim or
          dispute.  The  parties  made this  arrangement  because:  the  parties
          mutually desire to remove uncertainty as to such matters;  one or more
          of the  parties  and their  property  are  located  in Utah;  and this
          Agreement  has been  negotiated  and executed and will be performed in
          Utah.

          G. Waiver of Jury Trial.  To the extent  permitted by law, the parties
          hereby irrevocably waive a jury trial in the event of litigation.  The
          parties  included  this  provision  because of the cost and delay of a
          jury trial and because the parties believe that a jury trial would not
          be necessary to resolve any dispute or claim between them.

          H. Attorney's  Fees. If either party  institutes legal action or other
          proceeding  (including,  but not limited to, arbitration to enforce or
          to declare any right or obligation under this Agreement or as a result
          of a breach,  default or  misrepresentation  in connection with any of
          the provisions of this  Agreement,  or otherwise  because of a dispute
          between  the  parties,  the  successful  or  prevailing  party will be
          entitled to recover reasonable  attorneys fees.  Attorney's fees shall
          include fees for appeals,  collections and other expenses  incurred in
          such action or proceeding.  Legal fees shall be awarded in addition to
          any other relief to which the prevailing party may be entitled.

          I. No Third Party Beneficiary. Nothing in this Agreement, expressed or
          implied, is intended to confer, any rights or remedies upon any person
          other than the parties hereto and their successors.

          J.  Counterparts.  The  parties  understand  and  agree  that they may
          execute this  Agreement in any number of identical  counterparts,  via
          facsimile or mail,  Each  counterpart  shall be deemed an original for
          all purposes.

          K. Further  Assurances.  At any time and from time to time,  after the
          date of this  Agreement,  each  party  will  execute  such  additional
          instruments  and take such  actions  as are  reasonably  necessary  to
          confirm or perfect  title to the Shares or  otherwise to carry out the
          intent and purposes of this Agreement.

          L. Amendment or Waiver.  Every right and remedy  provided herein shall
          be  cumulative  with every other right or remedy at law, or in equity,
          and may be enforced  concurrently  herewith. No waiver by any party of
          the performance of any obligation by the other shall be construed as a
          waiver  of the  same  or  any  other  default  then,  theretofore,  or
          thereafter occurring or existing. At

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          any time prior to the Closing Date, this Agreement may be amended by a
          writing  signed  by  both  parties.  Any  term  or  condition  of this
          Agreement  may be waived  or the time for  performance  hereof  may be
          extended by a writing signed by the party or parties for whose benefit
          the provision is intended.

          M. Headings. The section and subsection headings in this Agreement are
          inserted for  convenience  only. In the event of a conflict  between a
          heading  and the text of this  Agreement,  the text shall  control the
          meaning and interpretation of this Agreement.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Stock
         Repurchase Agreement. EXECUTED AS OF THIS 19th day of August, 1998.

                  "Premier Brands"



                  /s/ Richard Surber
                 ----------------------
                  Richard D. Surber

                  /s/ Keith R. Lipscomb
                 ----------------------
                  Keith R. Lipscomb

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