SHARE PURCHASE AGREEMENT


THIS AGREEMENT  ("Agreement")  is entered into as of the 30th day of June,  2000
AMONG:

      CathayOnline  Technologies (Hong Kong) Limited ("CTL") SNet Communications
      (HK) Limited ("SNet") Ting Kan Nok, a resident of Hong Kong  (collectively
      referred to as the "Sellers")

      CMD Capital Limited ("CMD")

AND

      CathayBancorp.com, Limited (the "Purchaser")

AND

      Premier Brands, Inc. ("Premier" or the "Guarantor")

WHEREAS:

A.   The Sellers  legally and  beneficially  own 1,000  shares of CMD, a company
     duly incorporated under the laws of Hong Kong Special Administrative Region
     of the People's  Republic of China ("Hong Kong"),  constituting 100% of all
     of the issued and outstanding shares of CMD (the "CMD Shares");

B.   CMD legally and beneficially  owns collectively 70% of the shares of common
     stock  of  PRC  Investment  Journal  Inc.   ("Journal"),   a  company  duly
     incorporated under the laws of Hong Kong.

C.   The Sellers  wish to sell to the  Purchaser  such number of shares of their
     common stock and their  associated  ownership  interest in the Journal,  as
     constitutes 100% of the Sellers'  beneficial  ownership interest in CMD, of
     which CTL owns 62.5% of the CMD Shares, SNet owns 15% of the CMD Shares and
     Ting  Kan Nok owns  22.5% of the CMD  Shares,  so that the  Purchaser  will
     ultimately own 100% of all of the issued and outstanding shares of CMD; and

D.   The Purchaser wishes to purchase the CMD Shares from the Sellers.

      THEREFORE,  in  consideration  of the premises  and the mutual  agreements
contained  herein and other valuable  consideration  the receipt and adequacy of
which by each of the parties  hereto is  acknowledged,  the parties hereto enter
into this agreement.



                                    ARTICLE 1
                                 INTERPRETATION

1.1   Defined Terms.  As used in this Agreement, the following terms shall
      have the following meanings:

      "Closing" shall mean the completion of the transaction of the purchase and
      sale of the CMD Shares contemplated by this Agreement;

      "Closing Date" shall mean June 30, 2000 or such other dates agreed upon by
      the parties hereto as the date of the Closing;

      "Corporate  Records" shall mean with respect to CMD, all corporate records
      of CMD,  including  but not limited to (i) all  memoranda  and articles or
      similar  constituting  documents,  any  shareholders  agreements  and  any
      amendments  thereto (if any); (ii) all minutes of meetings and resolutions
      of  the  board  of  directors   (including  any  committees  thereof)  and
      shareholders of CMD; and (iii) the share  certificate  books,  register of
      shareholders, the register of transfers of shares of CMD, and the register
      of directors;

      "Encumbrances" shall mean all liens, charges, mortgages, pledges, security
      interests,  claims, defects of title,  restriction and any other rights of
      third parties  relating to any property,  including  rights of set-off and
      voting trusts, and other encumbrances of any kind.

      "Purchase Price" shall have the meaning given to it in Section 2.2.

      "Stock" shall mean all of the issued and outstanding  shares  representing
      the capital or other equity interests of CMD owned by the Sellers,  as the
      case may be.


                              ARTICLE 2
                 SHARES PURCHASED AND PURCHASE PRICE

2.1 Purchase and Sale - CMD Shares. Pursuant to the terms and conditions hereof,
the Sellers hereby agree to issue,  sell,  assign and transfer to the Purchaser,
and the Purchaser hereby agrees to purchase the CMD Shares from the Sellers.

2.2  Purchase  Price.  The  Purchase  Price for the CMD Shares  shall be US$16.8
million,  equaling 2.8 million shares of common stock ("the Premier  Shares") of
Premier  Brands,  Inc.  ("Premier"),  payable by the Purchaser to CTL, SNet, and
Ting Kan Nok, respectively.  The Purchaser shall issue 630,000 Premier Shares to
Ting Kan Nok, 420,000 Premier Shares to SNet and 1,750,000 Premier Shares to CTL
as payment in full of the Purchase Price.  The Premier Shares are valued at US$6
per share for the purposes of this Agreement and the  transactions  contemplated
hereto.


                                    ARTICLE 3
                                     CLOSING

3.1  Conditions  to  Closing.  The  Closing  shall take place at the  offices of
Goodman,  Phillips &  Vineberg  (New York) at  approximately  10:00 a.m.  on the
Closing Date.

      (a)   The Sellers shall deliver to the Purchaser:

            1)   in respect  of the CMD  Shares,  instruments  of  transfer  and
                 related  documents  executed  by the  nominees  of the  Sellers
                 together with the share certificates thereof;

            2)   certified copies of the resolutions of the boards of
                 directors of the Sellers approving the transfer of the CMD
                 Shares by the Sellers to the Purchasers;

            3)   certified copies of the Sellers' certificates of
                 incorporation and memorandum and articles of association (or
                 equivalent documents);

            4)   certified copies of CMD's certificate of incorporation and
                 memorandum and articles of association (or equivalent
                 documents);

            5)   certified  copies of all  books,  records,  deeds,  agreements,
                 leases,  books of account,  lists of suppliers and customers of
                 CMD and all other  documents,  files,  records  and other data,
                 financial or otherwise, relating to CMD; and

            6)   a  duly  executed   officer's   certificate   representing  and
                 certifying that each representation and warranty of the Sellers
                 made in this  Agreement  is true,  complete and accurate in all
                 material respects.

      (b)   The Purchaser shall deliver to the Sellers:

            (i)   executed instruments of transfer and related documents in
                  respect of the Premier Shares together with the share
                  certificates; and

      (c)   The parties  hereto shall execute and do or cause to be executed and
            done all such other documents,  instruments,  acts and things as are
            reasonably  necessary in order to effect the issuance of the Premier
            Shares and the sale and purchase of the CMD Shares.

3.2 Closing  Conditions.  Notwithstanding  any other provision contained in this
Agreement,  the  obligation of the Purchaser to complete the Purchase of the CMD
Shares and to pay the Purchase  Price to the Sellers is subject to the following
conditions,  to be fulfilled or  performed on or before the Closing  Date;  such
conditions  are intended for the  exclusive  benefit of the Purchaser and may be
waived by the Purchaser in writing in its sole discretion:

      (a)   the representations,  warranties and covenants of the Sellers to the
            Purchaser  contained in this Agreement  shall be true and correct in
            all material respects as of the Closing Date with the same force and
            effect as if such  representations,  warranties  and covenants  were
            made at and as of the Closing Date;

      (b)   all of the terms,  covenants and  conditions of this Agreement to be
            complied  with or  performed by the Sellers at or before the Closing
            Date shall have been complied with or performed; and

      (c)   the Purchaser, or its representatives, shall have completed its
            due diligence on the CMD to the Purchaser's satisfaction.

      (d)   the obtaining, at the costs of the Sellers, by the Sellers of a
            legal opinion, with respect to each of the Sellers and CMD, in
            form and substance satisfactory to the Purchaser, to the effect
            that, to the best of counsel's knowledge, this Agreement has been
            properly executed and is legally enforceable, and not contrary to
            any other agreements or contracts that any of the Sellers or CMD
            has entered into and also, to the best of counsel's knowledge,
            there is no existing pending or potential litigation, proceedings
            or claims against CMD.

      If the above conditions have not been fulfilled or waived by the Purchaser
      on or before the Closing Date, the Purchaser  shall be entitled to rescind
      this  Agreement,  in which  case no party  shall  have any  further  claim
      hereunder against the other.

3.3  Closing Conditions.  Notwithstanding any other provision contained in
this  Agreement,   the  obligation  of  the  Sellers  to  complete  transactions
contemplated hereby is subject to the following  conditions,  to be fulfilled or
performed on or before the Closing Date;  such  conditions  are intended for the
exclusive  benefit of the Sellers and may be waived by the Sellers in writing in
their sole discretion:

      (a)   the representative, warranties and covenants of the Purchaser to the
            Sellers contained in this Agreement shall be true and correct in all
            material  respects  as of the  Closing  Date with the same force and
            effect as if such  representations,  warranties  and covenants  were
            made at and as of the Closing Date;

      (b)   all of the terms,  covenants and conditions of this Agreement to the
            complied with or performed by the Purchaser at or before the Closing
            Date shall have been complied with or performed;

      (c)   the Sellers, or their representatives, shall have completed its
            due diligence on Premier to their satisfaction; and

      (d)   the obtaining, at the costs of the Purchaser, by the Purchaser of
            a legal opinion, with respect to each of the Purchaser and
            Premier, in form and substance satisfactory to the Sellers, to the
            effect that, to the best of counsel's knowledge, this Agreement
            has been properly executed and is legally enforceable, and not
            contrary to any other agreements or contracts that the Purchaser
            or Premier has entered into and also, to the best of counsel's
            knowledge, there is no existing pending or potential litigation,
            proceedings or claims against the Purchaser or Premier.

      If the above  conditions  have not been fulfilled or waived by the Sellers
      on or before the Closing  Date,  the Sellers  shall be entitled to rescind
      this  Agreement,  in which  case no party  shall  have any  further  claim
      hereunder against the other.

                                    ARTICLE 4
                REPRESENTATIONS, WARRANTIES AND COVENANTS

      4.1  Representations  and  Warranties of the Sellers.  Each of the Sellers
represents and warrants with respect to itself only to the Purchaser as follows:

      (a)   Each of the Sellers  hereby  represents  and warrants  that from the
            date of this Agreement  until the Closing Date,  except as otherwise
            permitted  by this  Agreement  or  consented  to in  writing  by the
            Purchaser, such Sellers (individually or collectively) shall not:

            (1)   cause CMD to issue or agree to: (a) issue any  share,  loan or
                  registered  capital;  (b) agree to grant or redeem any option;
                  or amend the  terms of any  existing  option;  or (c) grant or
                  agree to grant any right to  acquire or  subscribe  for any of
                  its shares, loans or registered capital;

            (2)   borrow or  otherwise  raise  money or incur or  discharge  any
                  indebtedness  or create any  security  using the CMD shares as
                  collateral;

            (3)   cause CMD to enter into or terminate any contract or enter
                  into any material capital commitment;

            (4)   cause CMD to depart in any material respect from the
                  ordinary course of its day-to-day business;

            (5)   cause or  permit  CMD to  create  or permit to arise any lien,
                  charge,  pledge,  mortgage or other security interest on or in
                  respect of any of its  undertakings,  property or assets other
                  than liens arising by operation of law.

            (6)   cause CMD to declare, pay or make any dividends or other
                  distributions;

            (7)   cause CMD to appoint any new directors or officers;

            (8)   cause CMD to increase or agree to increase  the  remuneration,
                  commission  and/or  any  benefit  in  kind  of its  directors,
                  employees  or  officers,  make any loan or  other  payment  or
                  confer  any  benefit  upon  any  such  person  or any of their
                  dependents,  or engage or dismiss any senior  officers or have
                  the terms of their employment varied;

            (9)   cause CMD to acquire or agree to acquire or to dispose or
                  agree to dispose of any material asset;

            (10)   cause  CMD to  alter  or  agree  to  alter  the  terms of any
                   existing  financing  facilities  or  arrange  any  additional
                   financing facilities;

            (11)   cause  CMD  to  give  any  guarantee,  indemnity,  surety  or
                   security,  other  than  guarantees,   indemnity,   surety  or
                   security given in relation to the  facilities  made available
                   to, or indebtedness owed by, the Purchaser or the obligations
                   of  the  Purchaser  in  the  ordinary  and  usual  course  of
                   business;

            (12)   cause CMD to terminate or allow to lapse any insurance
                   policy now in effect or default under any provisions
                   thereof; or

            (13)   cause  CMD  to  amend  its   certificate   and   articles  of
                   incorporation, its bylaws or other constitutional documents.

      (b)   Due Incorporation and Existence of the CMD. The Sellers,  other than
            Ting  Kan  Nok,  and  CMD are  corporations  duly  incorporated  and
            existing under the laws of Hong Kong.

      (c)   Corporate Power.  The Sellers have the corporate or other power to
            own its property and to carry on the business as now being
            conducted by it, including, but not limited to owning the CMD
            Shares.

      (d)   Authorized and Issued Capital. As of the date hereof, the authorized
            capital of CMD consists of 10,000 shares of common stock,  of which,
            1,000 shares  (beneficially  owned by the Sellers)  have been issued
            and remain outstanding.

      (e)   Options.  Except for the Purchaser's right hereunder, no person
            has any option, warrant, right, call, commitment, conversion
            right, right of exchange or any other agreement or any right or
            privilege (whether by law, pre-emptive or contractual) capable of
            becoming an option, warrant, right, call, commitment, conversion
            right, right of exchange or any other agreement for the purchase,
            subscription, allotment or issuance of any of the unissued shares
            of the authorized capital stock of CMD or of any securities of CMD
            in each case and by such Seller.

      (f)   Corporate Records. The corporate records of the Sellers are complete
            and accurate and all  corporate  proceedings  and actions  reflected
            therein  have  been  conducted  or  taken  in  compliance  with  all
            applicable laws and with the articles of incorporation and bylaws or
            the memorandum and articles of  association,  as the case maybe,  of
            the Sellers.

      (g)   Validity of Agreement.  The Sellers have all of the necessary power,
            authority and capacity to enter into and perform  their  obligations
            under this  Agreement.  The execution,  delivery and  performance by
            each of the Sellers of this  Agreement and the  consummation  of the
            transactions contemplated hereby:

            (i)    have been duly authorized by all necessary corporate action
                   on the part of the Sellers; and

            (ii)   do not (or would not with the giving of notice, the lapse
                   of time or the happening of any other event or condition)
                   result in a violation or a breach of, or a default under or
                   give rise to a right of termination, amendment or
                   cancellation or the acceleration of any obligation under
                   (A) any charter or by-law instruments of the Sellers; (B)
                   any contracts or instruments to which either of the Sellers
                   is a party or by which is bound; or (C) any laws applicable
                   to the Sellers.

      This Agreement  constitutes  legal,  valid and binding  obligations of the
      Sellers,  which are enforceable against them in accordance with its terms,
      subject to  enforcement,  bankruptcy,  insolvency and other laws affecting
      the rights of creditors generally and to the general principles of equity.

      (h)   Restrictive Documents.  The Sellers are not subject to, or a party
            to, any law, any claim relating to the period prior to the date
            hereof, any contract or instrument, any encumbrance or any other
            restriction of any kind or character which could prevent the
            consummation of the transactions contemplated by this Agreement or
            compliance by the Sellers with the terms, conditions, and
            provisions hereof or impair the continued operation of business by
            the Sellers after the date hereof on substantially the same basis
            as heretofore operated or which would restrict the ability of the
            Purchaser to acquire any of the CMD Shares.

      (i)   Litigation.  Except as disclosed in Schedule 4.1(x), there are no
            actions, suits, arbitration proceedings, or other litigation
            investigations, inquiries or proceedings ("Actions or
            Proceedings," pending or, to the knowledge of the Sellers,
            threatened (a) against or affecting the Sellers or CMD, other than
            actions, suits, arbitration proceedings, or other litigation or
            proceedings, which taken individually or in the aggregate do not
            and could not be reasonably expected to have a material adverse
            effect on CMD, or (b) which challenge the validity of the
            transactions contemplated by this Agreement.  Except as disclosed
            on Schedule 4.1(x), neither of the Sellers nor CMD is subject to
            any order, judgment, decree, award, investigation, inquiry, or
            stipulation of or with any governmental authority which has, or
            may reasonably be expected to have, a material adverse effect on
            CMD.

4.2  Representations and Warranties of the Purchaser.  The Purchaser  represents
and warrants as follows to the Sellers and  acknowledges  and confirms  that the
Sellers are relying on such  representations  and warranties in connection  with
the sale by the Sellers of the CMD Shares:

      (a)   Due Incorporation and Existence.  The Purchaser is a corporation
            duly incorporated under the laws of Hong Kong.  Premier is a
            corporation duly incorporated under the laws of the State of Utah,
            United States of America.

      (b)   Validity of  Agreement.  Each of Premier and the  Purchaser  has all
            necessary   power  and  capacity  to  enter  into  and  perform  its
            obligations  under  this  Agreement.  The  execution,  delivery  and
            performance  by each of Premier and the Purchaser of this  Agreement
            and the consummation of the transactions contemplated thereby;

            (i)    have been duly authorized by all necessary corporate action
                   on the part of each of Premier and the Purchaser; and

            (ii)   do not (or would not with the giving of notice, the lapse
                   of time or the happening of any other event or condition)
                   result in a violation or a breach of, or a default under or
                   give rise to a right of termination, amendment or
                   cancellation or the acceleration of any obligation under
                   (a) any charter or bylaw instruments of the Purchaser or
                   Premier; (b) any contracts or instruments to which the
                   Purchaser or Premier is a party or by which the Purchaser
                   is bound; or (c) any laws applicable to the Purchaser or
                   Premier.

      (c)   No Violation of Laws or Agreements.  Except as set forth in
            Schedule 4.2(c), the execution, delivery and performance by such
            Seller of this Agreement and the consummation by Purchaser of the
            transactions contemplated hereby will not (a) violate in any
            material respect any provision of law or any rule or regulation to
            which Purchaser is subject (it being understood that the necessity
            for filings and consents is dealt with separately in the following
            paragraph), (b) conflict with or violate any order, judgment,
            injunction, award or decree binding upon Purchaser, (c) conflict
            with or violate the Certificate of Incorporation, Bylaws or other
            similar governing documents of such Purchaser, or (d) result in
            the creation or imposition of any Lien upon the Shares owned by
            Purchaser, except, in the case of any of the foregoing clauses
            other than clause (a) and clause (c), for any such conflict,
            violation, default, right or Lien which would not, individually or
            in the aggregate, have a material adverse effect on the business
            prospects, operation, assets or financial conditions of the
            Purchaser.

            Except as set forth in Schedule 4.2(c), the execution,  delivery and
            performance  by such  Purchaser and Seller of this Agreement and the
            consummation of the transactions  contemplated hereby do not require
            any consent from,  or filing with,  any  governmental  or regulatory
            authority,  except for any action,  consent or filing that Purchaser
            is required to obtain or make,  and consents and filings  which,  if
            not obtained or made,  will not,  individually  or in the aggregate,
            have a  material  adverse  effect on the  ability  of  Purchaser  to
            consummate the transactions contemplated hereby.

      (d)   Transfer  of  Good  Title.  Upon  consummation  of the  transactions
            contemplated  hereby, the Purchaser will transfer to the Sellers and
            Purchaser  will have good and valid title to the Premier  Shares and
            clear  of  all  pledges,   security   interests,   liens,   charges,
            encumbrances, equities, claims and options of whatever nature (other
            than such as may be created by Purchaser.

      (e)   Brokers. No banker,  finder, agent or similar intermediary has acted
            for  or on  behalf  of  such  Purchaser,  in  connection  with  this
            Agreement or the transactions  contemplated  hereby,  and no broker,
            finder,  agent or similar  intermediary is entitled to any broker's,
            finder's or similar fee or other  commission in connection  herewith
            based on any  agreement  with such  Purchaser,  in either case,  for
            which any Seller is obligated to pay any fee or commission.

      (f)   Premier Shares.  The Premier Shares to be delivered pursuant to this
            Agreement have been duly authorized and will, when so delivered,  be
            validly issued and  outstanding,  fully paid and non- assessable and
            not in  violation  of any  preemptive  or similar  rights and may be
            freely  transferred  by the  holders  thereof  without  any  further
            action.

      (g)   Disclosure. Each report and proxy statement filed by Purchaser since
            December 31, 1998, did not, and no report or proxy  statement  filed
            with  the SEC  subsequent  to the  date  hereof  will,  as of  their
            respective dates, contain any untrue statement of a material fact or
            omit to state a  material  fact  required  to be stated  therein  or
            necessary  to make  the  statements  made  therein,  in light of the
            circumstances in which they were made, not misleading.

      (h)   Options.  Except for the Seller's rights hereunder no person has
            any option, warrant, right, call, commitment, conversion  right,
            right of exchange or any other agreement or any right or privilege
            (whether by law, pre-emptive or contractual) capable of becoming
            any option, warrant , right, call, commitment, conversion right,
            right of exchange or any other agreement for the purchase,
            subscription, allotment or issuance of any of the unissued shares
            of the authorized capital stock of Premier or of any securities of
            Premier in each case and by such Seller.

      (i)   Validity of  Agreement.  Each of the Purchaser and the Guarantor has
            all of the necessary power, authority and capacity to enter into and
            perform  its  obligations  under  this  Agreement.   The  execution,
            delivery and  performance by each of the Purchaser and the Guarantor
            of this  Agreement  and the  Consummation  of the  Transactions  and
            contemplated hereby:

            (i)    have been duly authorized by all necessary corporate actin
                   on the part of the Purchaser and the Guarantor; and

            (ii)   do not (or would not with the giving of notice, the lapse
                   of time or the happening of any other event or condition)
                   result in a violation or a breach of, or a default under or
                   give rise to a right of termination, amendment of
                   cancellation or acceleration of any obligation under (A)
                   any charter or by-law instruments of the Purchaser and the
                   Guarantor; (B) any contracts or instruments to which wither
                   of the Purchaser or the Guarantor is a party or by which is
                   bound; or (C) any laws applicable to the Purchaser of the
                   Guarantor.

      This Agreement constitutes the legal, valid and binding obligations of the
      Purchaser  and  the  Guarantor,  which  are  enforceable  against  them in
      accordance with its terms, subject to enforcement,  bankruptcy, insolvency
      and other laws  affecting  the rights of  creditors  generally  and to the
      general principles of equity.

4.3. Survival of Representations, Warranties and Covenants. The representations,
warranties and covenants of the Sellers  contained in Section 4.1 hereof and the
representations  and warranties of the Purchaser contained in Section 4.2 hereof
shall  survive  the  Closing  and shall  continue in full force and effect for a
period of one (1) year from the date  hereof  and any claim in  respect  thereof
(except a claim based on fraud which shall survive indefinitely).


                                    ARTICLE 5
                     UNDERTAKINGS AND INDEMNITIES

5.1   The Sellers' Undertakings.  The Sellers undertake to:

      (a)   in the case of SNet and Ting Kan Nok,

            (i)    cause CMD to maintain its current legal status;

            (ii)   introduce other Internet-related acquisitions opportunities
                   in the People's Republic of China to the Purchaser; and

      (b)   cause       and      to act as representatives of the Sellers.
                  -----     ----

5.2  Indemnification in Favor of the Purchaser.  The Sellers shall indemnify and
hold  the  Purchaser,  and its  shareholders,  directors,  officers,  employees,
agents, representatives and affiliates, (in respect of whom the Purchaser hereby
acts as agent and trustee with respect thereto)  harmless from any claim or loss
suffered by, imposed upon or asserted  against the Purchaser in connection  with
this Agreement as a result of, in respect of,  connected with or arising out of,
under or pursuant to:

      (a)   any failure of any of the Sellers to perform or fulfill any
            covenant or obligation of the Sellers under this Agreement;

      (b)   any breach or inaccuracy of any representation or warranty given
            by the Sellers contained in this Agreement; and

      (c)   Except for specific performance, such indemnification shall be the
            sole and exclusive remedy for such failures, breaches and
            inaccuracies.  Notwithstanding anything to the contrary, (i) the
            Sellers shall not liable in respect of indemnification obligation
            hereunder unless ? until the aggregate cumulative amount of losses
            claimed exceeds $100,000 in which case the Sellers shall be liable
            only for the excess over such amount and (ii) no Seller shall be
            liable in respect of any indemnification obligation hereunder to
            the extent such losses exceed $1,000,000.

5.3  Indemnification in Favor of the Sellers.  The Purchaser shall indemnify and
hold the Sellers  harmless from any claim or loss  suffered by,  imposed upon or
asserted  against the Sellers as a result of, in respect of,  connected  with or
arising out of, under or pursuant to:

      (a)   any failure by the Purchaser or the Guarantor to perform or
            fulfill any covenant of the Purchaser or the Guarantor under this
            Agreement; and

      (b)   any breach or inaccuracy of any  representation or warranty given by
            the Purchaser or the Guarantor contained in this Agreement.


                                    ARTICLE 6
                                  MISCELLANEOUS

6.1 Further  Assurance.  From time to time  subsequent to the date hereof,  each
Party  shall  at the  request  of any  other  Party  execute  and  deliver  such
additional  conveyances,  transfers  and other  assurances  as may be reasonably
required to effectively carry out the intent of this Agreement.

6.2  Expenses.  Except as otherwise  expressly  provided  herein,  all costs and
expenses  (including the fees and  disbursements  of legal  counsel,  investment
advisers  and  auditors)  incurred in  connection  with this  Agreement  and the
transactions  contemplated  hereby  shall be paid by the  party  incurring  such
expenses.

6.3 Stamp  Duty.  The stamp  duty  payable on the sale and  purchase  of the CMD
Shares and the Premier  Shares shall be borne  equally by the  Purchaser and the
Sellers.

6.4 Guarantee of Performance.  Premier hereby,  absolutely and  unconditionally,
guarantees the full performance of the Purchaser's obligation for the payment of
the  Premier  Shares  and  agrees  to pay the  Sellers  when due or upon  demand
thereafter,  any amounts  then owing to the Sellers  hereunder.  Such  guarantee
shall  terminate  once the Premier  Shares are  delivered to the  Sellers.  This
guarantee  shall be effective  regardless  of the  solvency,  or  insolvency  of
Premier,  the extension or modification of the indebtedness of  reincorporation,
reorganization,  merger,  or  consolidation  of  Premier,  or any  change in the
composition  of, nature,  personnel or location of Premier.  This guarantee is a
guarantee of payment and not of  collection.  Payment  shall be made as provided
above.

6.5 Enurement.  This Agreement shall enure to the benefit of and be binding upon
the parties, their successors and any permitted assigns.

6.6  Counterparts.  This Agreement may be executed in one or more  counterparts,
including  by  facsimile,  each of which shall be deemed an original  and all of
which, taken together, shall constitute one and the same instrument.

6.7 Governing Law and  Jurisdiction.  This  Agreement  shall be governed by, and
construed  and  enforced in  accordance  with the laws of the State of New York,
United States of America.  Each party hereby irrevocably submit to the exclusive
jurisdiction  of the courts of the State of New York,  United States of America,
with respect to any matter  arising  hereunder or related hereto and each of the
Guarantor and the Purchaser hereby appoints Goodman Phillips & Vineberg as agent
for service of process and agrees that service upon Goodman  Phillips & Vineberg
shall constitute valid service of process.

6.8 Assignment.  None of the rights or obligations hereunder shall be assignable
or  transferable  by any party  without the prior  written  consent of the other
parties to this Agreement.

6.9 Gender and Number.  Any reference in this  Agreement to gender shall include
all genders,  and words  importing  the singular  number only shall  include the
plural and vice versa.

6.10 Headings,  etc. The provision of a Table of Contents,  the division of this
Agreement into Articles,  Sections,  Subsections and other  subdivisions and the
insertion of headings are for convenience of reference only and shall not affect
or be utilized in the construction or interpretation of this Agreement.

6.11 Severability. Any Article, Section, Subsection or other subdivision of this
Agreement  which is, or  becomes,  illegal,  invalid or  unenforceable  shall be
severed from this Agreement and be ineffective to the extent of such illegality,
invalidity  or  unenforceability  and shall not affect or impair  the  remaining
provisions hereof.

6.12 Entire Agreement.  This Agreement  constitutes the entire agreement between
the parties  pertaining to the subject  matter hereof and  supersedes  all prior
agreements,  understandings,  negotiations  and  discussions,  whether  oral  or
written, of the parties. There are not representations,  warranties,  conditions
or other  agreements,  express or implied,  statutory or otherwise,  between the
parties in  connection  with the  subject  matter of this  Agreement,  except as
specifically set forth herein.

6.13 Amendments. This Agreement may only be amended, modified or supplemented by
a written agreement signed by all of the parties to this Agreement.

6.14  Waiver.  No waiver of any of the  provisions  of this  Agreement  shall be
deemed to constitute a waiver of any other  provision  (whether or not similar),
nor shall such waiver  constitute a waiver unless expressly  provided in writing
and duly executed by the party to be bound thereby.

6.15 Notice. Any notice, demand or other communication to be given or made under
this Agreement shall be in writing (in English) and delivered personally or sent
by registered  post or by facsimile to the relevant  party at its address or fax
number set out below and must contain sufficient reference and/or particulars to
render it readily  identifiable  with the subject  matter of this  Agreement (or
such other address or fax number as the addressee has by five (5) Business Days'
prior written notice specified to the other parties hereto):


      To CTL
      C/o Stikeman Elliott
      Suite 1103
      Aon China Building
      29 Queen's Road Central
      Hong Kong
      Fax: (852) 2845-9076


      To SNet
      C/o Stikeman Elliott
      Suite 1103
      Aon China Building
      29 Queen's Road Central
      Hong Kong
      Fax: (852) 2845-9076


      To Ting Kan Nok


      Fax:

      To the Purchaser
      C/o Peter Lau
      570 Lexington Avenue
      Suite 1800
      New York, New York 10022
      Fax: (212) 888-6823

      To Premier
      C/o David Cooperberg
      205 East 78th Street
      Apartment 14L
      New York, New York  10021-1239

            [The remainder of this page is intentionally left blank.]

      IN WITNESS  WHEREOF this  Agreement has been executed by the Parties as of
the date first above written.


                              SELLERS

                              CathayOnline Technologies (Hong Kong) Limited


                              By:  /s/ Brian W. Ransom
                                   -------------------
                                   Name:Brian W. Ransom
                                   Title:Director

                              SNet Communications (HK), Limited


                               By: /s/ Peter Chin
                                   -------------------
                                   Name:Peter Chin
                                   Title:President

                               By: /s/Ting Kan Nok
                                   -------------------
                                   Name:Ting Kan Nok


                              PURCHASER

                              CathayBancorp.com, Limited


                                By: /s/Peter Chin
                                   -------------------
                                   Name:Peter Chin
                                   Title:Director

                              GUARANTOR

                              Premier Brands, Inc.


                              By:  /s/ David Cooperberg
                                   --------------------
                                   Name:David Cooperberg
                                   Title:President