TERMINATION
      AND RELEASE AGREEMENT

    


    This
      Termination and Release Agreement (the “Agreement”)
      is
      entered into by and between Anthony J. Nightingale a/k/a Tony Nightingale
      (“Nightingale”),
      a
      resident of Luxembourg with an address 16 rue Hamen, L-5219 Sandweiler, and
      Premier Wealth Management, Inc. (collectively with its subsidiaries, assigns,
      and affiliates, the “Company”),
      a
      Delaware corporation, as of February 29, 2008 (the “Effective
      Date”)
      relating to the resignation of Mr. Nightingale from all positions with the
      company and termination of any and all consulting arrangements with Nightingale
      or his affiliates. 

    


    WHEREAS,
      Nightingale has entered into a consulting arrangement with the Company, dated
      September 5, 2007 (the “Consulting
      Agreement”)
      which
      the Company has failed to honor in terms of meeting the financial commitments
      contained therein and was also a director of the Company until mid February
      12,
      2008; 

     

    WHEREAS,
      Nightingale has resigned from the Company and the Company and Nightingale wish
      to amicably resolve all disputes relating to amounts due or allegedly due to
      Nightingale; 

     

    NOW,
      THEREFORE,
      based
      on the mutual premises and full and valid consideration of the parties, the
      receipt and sufficiency of which is hereby acknowledged, the Company and
      Nightingale hereby agree as follows: 

     

    1. 
Resignation
      as Director.
      Nightingale hereby confirms his resignation as a director of the Company
      effective as of February 12, 2008 and the Company hereby guarantees that a
      full
      indemnity is supplied to Nightingale in respect of the full period of office
      in
      accordance with Section
      5
      below,
      and the By-laws of the Corporation and Delaware law. 

    


    2. 
Termination
      of All Agreements.
      The
      parties acknowledge and agree that the Consulting Agreement and any and all
      other consulting agreements, consulting relationships, business agreements
      or
      arrangements, agreements or other arrangements between Nightingale or any of
      his
      affiliated entities and the Company or its subsidiaries or affiliates, in each
      case whether written or oral, implied or otherwise, are terminated, deemed
      satisfied and discharged in full with prejudice. Notwithstanding the foregoing,
      the provisions of Article V and VI of the Consulting Agreement shall continue
      and remain in full force and effect. Nightingale and the Company have agreed
      that no amounts remain due under such agreements and that the only amounts
      payable to Nightingale shall be as set forth in Section
      3
      below.


    


    3. 
Payments
      to Nightingale.
      The
      Company shall: 

    


    (a)
       
immediately
      reimburse Nightingale for certain expenses which have already been verified
      as
      valid, in the amount of approximately €155.95 and $171.10; 

    


    (b)
       
pay
      to
      Nightingale (in respect of the monthly remuneration validly due under his
      consulting agreement) : 

    (i)
      (U.S.) $25,000 on or before March 13, 2008 ($1,000 of which has been paid on
      February 22, 2008); and 

    (ii)
      (U.S.) $17,500 payable on or before March 31st,
      2008;
      and 

    (iii)
      (U.S.) $17,500 payable on or before April 30, 2008. 

    


    Any
      late
      payments to be subject to accumulating interest of LIBOR + 1% on a monthly
      basis. The requirement to make the above payments are unconditional (other
      then
      in the event of an actual and material breach by Nightingale causing actual
      harm
      to the Company). 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.
       
Disagreements
      with Management.
      Nightingale has been provided with a copy of this Agreement along with an
      Amended Current Report on Form 8-K (the “Amended
      Report”),
      which
      he has had an opportunity to review with his counsel and states that he agrees
      with the statements set forth therein and that he does not object to the filing
      of such report as expeditiously as possible. Nightingale hereby further confirms
      and reiterates that his disputes with management did not relate to financial
      or
      accounting matters or improprieties or improprieties of any member of management
      or the board that related to or implicated the Company in any way or to the
      Company’s internal controls over financial reporting or disclosure and further,
      did not relate to any
      matter relating to the Company’s operations, policies or practices, but
      rather, related to his position that he did not receive certain financial
      records on a readily available basis in preparation for Board meetings or per
      request. Nightingale understands that, in connection with the preparation of
      future financial statements, due diligence or the preparation of reports or
      registration statements to be filed with the Securities and Exchange Commission
      (the “SEC”),
      that
      he may be called upon by the Company’s auditors or others to respond to
      questions relating to his activities as a director or verifying the foregoing
      and that he will cooperate in a truthful and honest manner.

     

    5. 
General
      Releases.
      

     

    (a)    Company
      Releases.
      For
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, including without limitation the mutual promises set forth in
      this
      Agreement, the Company, for itself and themselves, its and their parents,
      affiliates, subsidiaries, divisions, groups and past and present officers,
      directors, employees, agents, representatives, attorneys, accountants, auditors,
      consultants, administrators, beneficiaries, predecessors, successors and assigns
      (collectively, “Company
      Release Parties”)
      and
      any person or entity claiming by or through any of the foregoing hereby RELEASE
      AND DISCHARGE Nightingale, any corporation with which he is an affiliate, their
      parents, affiliates, subsidiaries and past and present officers, directors,
      employees, agents, representatives, attorneys, accountants, auditors,
      consultants, successors and assigns in any capacity whatsoever (collectively,
      “Nightingale
      Release Parties”)
      of and
      from all actions, causes of action, suits, debts, dues, sums of money, claims
      for breaches of contract, claims for breaches of fiduciary duties or conflicts
      of interest, claims of entitlement to securities, claims for violations of
      securities laws or regulations, compensation, accounts, reckonings, bonds,
      bills, specialties, covenants, contracts, controversies, agreements, promises,
      variances, trespasses, damages (compensatory, consequential, liquidated,
      special, punitive or otherwise), judgments, extents, executions, claims, and
      demands (including attorneys’ fees and costs) of any nature whatsoever, in law,
      admiralty or equity, against the Nightingale Release Parties that the Company
      Release Parties ever had, now have or hereafter can, shall or may have, whether
      known or unknown, for, upon, or by reason of any matter, cause or thing
      whatsoever from the beginning of the world to the Effective Date of this
      Agreement, provided only that nothing herein shall release or otherwise affect
      the Nightingale Release Parties’ obligations under this Agreement.

    


    (b)    Nightingale
      Releases.
      For
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, including without limitation the mutual promises set forth in
      this
      Nightingale, for and of itself and any of the Nightingale Release Parties,
      hereby RELEASES AND DISCHARGES the Company Release Parties of and from all
      actions, causes of action, suits, debts, dues, sums of money, claims for
      breaches of contract, claims for breaches of fiduciary duties or conflicts
      of
      interest, claims of entitlement to securities, claims for violations of
      securities laws or regulations, compensation, accounts, reckonings, bonds,
      bills, specialties, covenants, contracts, controversies, agreements, promises,
      variances, trespasses, damages (compensatory, consequential, liquidated,
      special, punitive or otherwise), judgments, extents, executions, claims, and
      demands (including attorneys’ fees and costs) of any nature whatsoever, in law,
      admiralty or equity, against the Company Release Parties that any of the
      Nightingale Release Parties, now have or hereafter can, shall or may have,
      whether known or unknown, for, upon, or by reason of any matter, cause or thing
      whatsoever from the beginning of the world to the Effective Date of this
      Agreement, provided only that nothing herein shall be
      deemed
      a release of Nightingale’s right to payment herein under Section 3 or as a
      limitation on Nightingale’s enforcement rights thereto or otherwise be
      release or affect the Company Release Parties’ obligations under this
      Agreement. 

    


    (c)    No
      Initiation of Claims.
      Subject
      to satisfactory compliance with Section
      3,
      the
      parties agree not to institute, instigate, urge, support, encourage, voluntarily
      participate in or profit from any lawsuit, complaint or other action or
      proceeding of any kind relating to any matter to which these general releases
      pertain. Notwithstanding
      the foregoing, nothing herein shall be deemed to prohibit any party from
      providing, after taking reasonable measures to ensure the confidentiality of
      information provided, information or explanations to third party regulatory
      agencies or the Company’s auditors or accountants, seeking such information in
      response to comment letters or inquiries, or in response to civil or
      administrative subpoenas or court order,
      or from
      discussing
      the
      provisions hereof and factual circumstances surrounding the events leading
      to
      this Agreement in disclosure
      document filings made with the Securities and Exchange Commission from time
      to
      time. Each party warrants and acknowledges that he/it
      has
      received a copy of this Agreement for review and study, has read the Agreement
      carefully and
      has
      had an opportunity to do so with their counsel, and agrees to abide by
      all of its provisions.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6.    Miscellaneous.
      (a) If
      any provision of this Agreement is held invalid for any reason, the other
      provisions of this Agreement will remain in full force and effect.

     

    
      	
            	(b)	
              The
                parties agree that this Agreement shall be subject to, and enforceable
                under, the laws of the State of New York. The Parties shall have
                the right
                to bring suit to enforce this Agreement in such jurisdiction. THE
                PARTIES
                HERETO AGREE TO WAIVE A TRIAL BY JURY.


            


    

     

    
      	
            	(c)	
              This
                Agreement contains the complete understanding of the Parties and
                any
                changes must be in writing and signed by the
                parties.

            


    

     

    
      	
            	(d)	
              In
                the event that the Company fails to make any of the above listed
                payments
                in a timely manner for any reason, Nightingale’s sole and exclusive remedy
                shall be limited to collection of the above amounts (plus accumulating
                interest at a rate of LIBOR + 1%) and neither party may set aside
                or
                cancel this Agreement or any part hereof. Any amounts owed will be
                deemed
                by the Company as an accumulative financial accounts payable debt
                from the
                Company to Nightingale.

            


    

     

    
      	
            	(e)	
              The
                parties agree that they will endeavor to use their best efforts to
                insure
                that any future public statements or releases in respect of this
                Agreement
                and/or related matters concerning the relationship between them will
                be
                provided to one another in advance for reasonable review and approval,
                and
                shall not conflict with the Amended Report. Said consents shall be
                presumed given if such information is substantially similar to the
                Amended
                Report, as approved hereby, and said consent to not be withheld if
                such
                disclosure is not otherwise inconsistent with the Amended Report.
                

            


    

     

    


    IN
      WITNESS WHEREOF, the parties have executed this Termination and Release
      Agreement effective as of the Effective Date set forth above. 

    
      	 	 	 
	 	PREMIER WEALTH MANAGEMENT,
              INC.
              
	 
 	 
 	 
 
	
            	By:  	/s/ Nigel Gregg
	 	Nigel Gregg 
	 	 
	 	/s/ Anthony J. Nightingale
	 	Anthony J.
              Nightingale