8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                    FORM 8-K

                                 Current Report

                     Pursuant To Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

         Date of Report (date of earliest event reported): June 23, 2000


                              Premier Brands, Inc.
             (Exact Name of Registrant as Specified in its Charter)

                                      Utah
                 (State or Other Jurisdiction of Incorporation)

                   000-29865                     33-0489616
            (Commission File Number)   (IRS Employer Identification No.)


            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
          (Address of Principal Executive Offices, Including Zip Code)

                                 (801) 575-8073
              (Registrant's Telephone Number, Including Area Code)







ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     On June 23, 2000, pursuant to an Exchange Agreement dated June 14, 2000,
among Premier Brands, Inc. (the "Company") and SNet Communications (HK) Limited
and ShanghaiNet Technologies (H.K.) Company, Limited, the shareholders
(together, the latter two parties being the "Shareholders") of
CathayBancorp.com, Limited ("Bancorp"), the Company acquired 100% of the issued
and outstanding shares of Bancorp. At the time of the transaction, the assets of
Bancorp included: 1) an option to purchase between a 20% and 40% interest in
WebShanghai through Hong Kong Technologies Solutions, Limited; 2) an option to
purchase a 70% indirect interest in the PRCInvest.com website; and 3) an option
to purchase a 50% interest in an entertainment portal joint venture in China. In
consideration for the Bancorp shares, the Company issued to the Bancorp
shareholders an aggregate of 21,750,000 shares of the Company's common stock.
The transaction is treated as a reverse merger, as the shareholders of Bancorp
received approximately 83.8% of the then-outstanding shares in the Company.
There are no material relationships between the Company, its associates, its
officers or any of the officers or directors of any associates of the Company's
and Bancorp, other than as previously disclosed in the Company's Current Report
on Form 8-K, filed on June 23, 2000.

     On June 30, 2000, pursuant to a Share Purchase Agreement among CathayOnline
Technologies (Hong Kong) Limited ("CTL"), SNet Communications (HK) Limited
("SNet"), Ting Kan Nok (collectively, the "Sellers"), CMD Capital Limited
("CMD"), Bancorp and the Company, the Company acquired, through its wholly-owned
subsidiary, Bancorp, 100% of the issued and outstanding shares (the "CMD
Shares") of CMD. At the time of the transaction, CMD's assets included 70% of
the shares of common stock of PRC Investment Journal Inc. (the "Journal") and
the Journal's assets included 100% ownership of the PRCInvest.com website.
Pursuant to the Share Purchase Agreement, CTL will transfer 62.5%, SNet will
transfer 15% and Ting Kan Nok will transfer 22.5% of the CMD Shares to Bancorp,
constituting 100% of the CMD Shares. In consideration for the CMD Shares,
Bancorp agreed to cause the Company to deliver US$16.8 million to the Sellers in
the form of shares of the Company's common stock (the "Premier Shares") as
follows: the Company shall issue 630,000, 420,000 and 1,750,000 Premier Shares,
valued at US$6 per share for purposes of the Share Purchase Agreement, to Ting
Kan Nok, SNet and CTL, respectively. There are no material relationships between
the Company, its affiliates, its associates, its officers or directors or the
officers or directors of any associates or affiliates of the Company and CMD,
except as follows: two of the four members of the current Board of Directors of
the Company are also serving as officers and directors of CathayOnline, Inc.,
the parent company of CTL.

     The Company will redomicile from Utah to Delaware and change the Company's
name to "CathayOne Inc." upon the effectiveness of its merger into CathayOne
Inc., the Company's newly formed and wholly owned Delaware subsidiary. This
merger is expected to be effective by mid-August, 2000. Under the terms of the
merger, CathayOne Inc. will be the surviving company. CathayOne Inc. will
succeed to all of the assets and liabilities of the Company immediately prior to
the merger, and the




Company's Board of Directors and its incumbent officers immediately prior to the
merger will be the Board of Directors and officers of CathayOne Inc. immediately
after the merger. Under the terms of the merger, each issued and outstanding
share of common stock will be exchanged for one share of common stock, par value
$0.001, of CathayOne Inc.

     The Company will focus on becoming a leading Internet content company
serving the Chinese-speaking population. To forward this goal, the Company will
develop a financial portal, which will provide, in Chinese and English, business
and financial news, real time stock quotes and regional and international
business information. The Company will develop a Chinese entertainment portal,
as well as an e-commerce presence. The Company intends to make strategic
investments and, where feasible, take a majority interest in and manage Chinese
companies characterized by strong existing businesses, strategic relationships,
global brands or promising technology, products, or service concepts, including
companies based in mainland China, Hong Kong and Taiwan, as well as offshore
companies with substantial business ties to China.

ITEM 5.  OTHER EVENTS

     The Company, through Bancorp's wholly-owned subsidiary, Cathay
Entertainment (HK) Limited ("Cathay Entertainment") has also entered into a
Sino-Foreign Cooperative Joint Venture Contract (the "JV Agreement"), dated June
28, 2000, among Capital Cultural Company ("CCC"), Cathay Entertainment, and SNet
(collectively, the "Parties"). Pursuant to the JV Agreement, the Parties will
establish a cooperative joint venture (the "CJV") to be called Capital
Entertainment Limited and to be located in Beijing, the People's Republic of
China (the "PRC"). The CJV will be organized as a limited liability company. Its
business scope will be designing and developing computer software and network
software, providing technological development and technical support services for
internet and e-commerce systems, setting up and managing websites, and providing
technical consultancy and information services. The CJV's total investment and
registered capital will be US$25,000,000 and US$10,000,000, respectively. The
US$15,000,000 difference between the CJV's total investment and registered
capital will be financed by loans from third parties or Cathay Entertainment and
SNet, when necessary. The Parties' initial contributions to the CJV will be as
follows: 1) Cathay Entertainment and SNet will jointly contribute US$10,000,000
in the form of cash and necessary technology and equipment; and 2) CCC will
contribute the estage.com.cn and certain websites that it owns, as well as
related goodwill, know-how and services. The estage.com.cn portal is being
implemented in coordination with the PRC's Ministry of Cultural Affairs as the
major entertainment site for all performing arts entering the PRC. The Company
believes that this will be one of the major hubs in China for entertainers and
performers to showcase their talents and for viewing entertainment, cultural and
artistic programs.



     This current report contains forward-looking statements. The words
"anticipate," "believe," "intend," "expect" and "estimate" identify
forward-looking statements, which speak only as to the date the statement was
made. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether because of new information, future events,
or otherwise. Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted, or quantified. Future events
and actual results could differ materially from those set forth in, contemplated
by, or underlying the forward-looking statements.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements of Businesses Acquired. The financial statements
          of the businesses acquired will be filed by amendment to this report
          within 60 days.

     (b)  Pro Forma Financial Information. The Company's pro forma financial
          information will be filed by amendment to this report within 60 days.

     (c)  Exhibits.

          (1)  Exchange Agreement, dated June 14, 2000, among the Company and
               SNet and ShanghaiNet.

          (2)  Share Purchase Agreement, dated June 30, 2000, among CTL, SNet,
               Ting Kan Nok, CMD, Bancorp and the Company.

          (3)  Sino-Foreign Cooperative Joint Venture Contract, dated June 28,
               2000, among Cathay Entertainment, SNet and CCC.






                                   SIGNATURES:

     Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: July 7, 2000                           Premier Brands, Inc.
                                                 (Registrant)


                                              /s/  S. David Cooperberg
                                              ----------------------------------
                                              S. David Cooperberg
                                              President

EX-1

                               EXCHANGE AGREEMENT

     THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement"), is
entered into as of the 14th day of June, 2000, by and among Premier Brands,
Inc., (hereinafter referred to as the "Company"), a Utah corporation, and SNet
Communications (HK) Limited and ShanghaiNet Technologies (H.K.) Company,
Limited, the shareholders (together, the "Shareholders") of CathayBancorp.com,
Limited ("Cathay"), a company organized under the laws of the Hong Kong Special
Administrative Region, People's Republic of China ("Hong Kong"), by and through
their duly authorized agent Peter Lau (the "Designee"). The Company and the
Shareholders are referred to collectively as the "Parties".

                                    Premises

     Whereas, the Shareholders own 100% percent of Cathay, a company organized
and existing under the laws of Hong Kong;

     Whereas the Company desires to acquire, and the Shareholders wish to
transfer 100% of the issued and outstanding shares of Cathay in exchange for
21,750,000 shares of the Company's common stock, on the terms and conditions
hereinafter provided, all for the purpose of effecting a "tax-free"
reorganization pursuant to Section 368(a)(1)(B) as modified by Section 368(b) of
the Internal Revenue Code of 1986, as amended;

                                    Agreement

     NOW THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the Parties to be derived herefrom, it is hereby agreed as follows:

                                    ARTICLE I
                   REPRESENTATIONS, COVENANTS, AND WARRANTIES
                               OF THE SHAREHOLDERS

     As an inducement to, and to obtain the reliance of the Company, the
Shareholders jointly and severally represent and warrant as follows:

     Section 1.01 - Organization. Cathay is a company duly organized and validly
existing under the laws of Hong Kong and has the corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets to carry on its business, and includes qualification to do
business as a foreign corporation in the states or countries in which the
character and location of the assets owned by it or the nature of the business
transacted by it requires qualification except where failure to be so qualified
would not have a material adverse effect on its business. Included in the Cathay
Schedules (as hereinafter defined) are complete and correct copies of the
articles of incorporation, as amended, and bylaws (or the foreign equivalent
thereof) of Cathay in effect on the date hereof. The execution and delivery of
this Agreement does not, and the consummation of the transactions contemplated
hereby will not, violate any



provision of Cathay's articles of incorporation or bylaws (or the foreign
equivalent thereof). Cathay has taken, or will have taken prior to Closing, all
actions required by law, its articles of incorporation, or otherwise to
authorize the execution and delivery of this Agreement. Cathay has, or will have
prior to Closing, full power, authority, and legal right and has, or will have
prior to Closing, taken all action required by law, its bylaws, articles of
incorporation (or the foreign equivalent thereof) and otherwise to consummate
the transactions herein contemplated. (Schedule 1.01 - Cathay articles of
incorporation and bylaws, with any amendments thereto)

     Section 1.02 - Capitalization and Outstanding Shares. The authorized
capitalization of Cathay consists of 10,000 common shares, HK $1.00 par value
per share, of which 1,000 are issued and outstanding. The Shareholders own all
of such common shares and will own all of the outstanding common shares to the
Closing Date (as defined herein). Such shares are validly issued, fully paid,
and non-assessable and not issued in violation of the pre-emptive or other
rights of any person. (Schedule 1.02 - none)

     Section 1.03 - Ownership of Cathay Shares. Each of the Shareholders hereby
represents and warrants with respect to himself, herself or itself that he, she
or it is the legal and beneficial owner of that number of Cathay shares set
forth opposite his, her or its name in the attached schedule (which together
constitute 100% of all of Cathay's outstanding shares), free and clear of any
claims, charges, equities, liens, security interests, and encumbrances
whatsoever (including but not limited to any marital or community property
interest) and that each has full right, power, and authority to transfer,
assign, convey, and deliver its Cathay shares; and delivery of such shares at
the closing will convey to the Company good and marketable title to such shares,
free and clear of any claims, charges, equities, liens, security interests and
encumbrances whatsoever. (Schedule 1.03 - list of shareholders and number of
shares)

     Section 1.04 - Subsidiaries and Predecessor Corporations. Schedule 1.04
contains a true, correct and complete list and description of Cathay's
subsidiaries and predecessors. (Schedule 1.04 - List of subsidiaries and
predecessors, and their corporate documents)

     Section 1.05 - Financial Statements.

     (a) Included in the Cathay Schedules are the most recent audited balance
sheets of Cathay, and the related audited statements of operations,
stockholders' equity and cash flows, together with the notes to such statements
and the opinion of an independent certified public accountant, with respect
thereto.

     (b) All such financial statements have been prepared in accordance with
generally accepted accounting principles. The Cathay balance sheets present
fairly as of the date of such balance sheet the financial condition of Cathay.
Cathay did not have, as of the date of such balance sheet, except as and to the
extent reflected or reserved against therein, any liabilities or obligations
(absolute or contingent) which should be reflected in the balance sheet or the
notes thereto, prepared in accordance with generally accepted accounting
principles, and all assets reflected therein are properly reported and present
fairly the financial condition of the assets of Cathay in accordance with
generally accepted accounting principles.




     (c) All accounts receivable of Cathay (i) have arisen out of bona fide
transactions in the ordinary course of business consistent with past practice,
and are payable on ordinary trade terms, (ii) to the knowledge of Cathay, its
officers, directors and shareholders, are legal, valid and binding obligations
of the respective debtors enforceable in accordance with their respective terms,
(iii) to the knowledge of Cathay, its officers, directors and shareholders, are
not subject to any valid set-off or counterclaim, and (iv) do not represent
obligations for goods sold on consignment, on approval or on a sale-or-return
basis or subject to any other repurchase or return arrangement.

     (d) Cathay has no liabilities with respect to the payment of any federal,
state, county, local or other taxes (including any deficiencies, interest or
penalties), except for taxes accrued but not yet due and payable.

     (e) Cathay has filed all state, federal or local income and/or franchise
tax returns required to be filed by it from inception to the date hereof. Each
of such income tax returns reflects the taxes due for the period covered
thereby, except for amounts which, in the aggregate, are immaterial.

     (f) The books and records, financial and otherwise, of Cathay are in all
material respects complete and correct and have been maintained in accordance
with good business and accounting practices.

     (g) All of Cathay's assets are reflected on its financial statements, and
except as set forth in the Cathay Schedules or the financial statements of
Cathay or the notes thereto, Cathay has no material liabilities, direct or
indirect, matured or unmeasured, contingent or otherwise. (Schedule 1.05 -
financial statements)

     Section 1.06 - Taxes. Other than with respect to taxes not yet due and
payable, (i) all taxes due and owing by Cathay (whether or not shown on any tax
return) have been properly determined in accordance with applicable rules and
regulations and have been timely paid in full, or in connection with amounts
paid or owing to any employee, creditor, independent contractor, shareholder,
customer, supplier or other third party, where required by law have been timely
withheld, deposited and paid in full; and (ii) all tax returns required to be
filed for taxable periods ending on or before the date of this Agreement have
been or will be duly and timely filed in accordance with all applicable laws,
and each such tax return is (or will be when filed) correct and complete in all
material respects. There is no pending, or to the knowledge of Cathay, its
officers, directors or shareholders, threatened dispute, claim or issue raised,
or expected to be raised or assessed, by any governmental authority in any
jurisdiction concerning any tax liability of Cathay or otherwise known to
Cathay. Cathay has made available to the Company complete and correct copies of
all tax returns, or portions thereof, filed by or with respect to, and all tax
examination reports and statements of deficiencies assessed against, or agreed
to by or with respect to, Cathay since May 25, 2000. Cathay has not received any
written ruling of a governmental authority related to taxes or entered into any
written and legally binding agreement with a governmental authority related to
taxes.

     Section 1.07 - Information. The information concerning Cathay set forth in
this Agreement is 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.

     Section 1.08 - Options or Warrants or Subscriptions. Except as set forth in
the Cathay Schedules, there are no existing options, warrants, calls,
subscriptions or commitments of any character relating to the authorized and
unissued Cathay common stock. (Schedule 1.08 - list of warrants and options)

     Section 1.09 - Absence of Certain Changes or Events. Except as set forth in
this Agreement or the Cathay Schedules, since December 31, 1999:

     (a) there has not been nor will there be at the Closing Date (i) any
material adverse change in the business, operations, properties, assets, or
condition of Cathay; or (ii) any damage, destruction, or loss to Cathay (whether
or not covered by insurance) materially and adversely affecting the business,
operations, properties, assets, or condition of Cathay.

     (b) Cathay has not, nor will have, prior to Closing (i) amended its
articles of incorporation or bylaws; (ii) declared or made, or agreed to declare
or make, any payment of dividends or distributions of any assets of any kind
whatsoever to stockholders or purchased or redeemed, or agreed to purchase or
redeem, any of its capital stock; (iii) waived any rights of value which in the
aggregate are extraordinary or material considering the business of Cathay; (iv)
made any material change in its method of management, operation or accounting;
(v) entered into any other material transaction other than sales in the ordinary
course of its business; (vi) made any accrual or arrangement for payment of
bonuses or special compensation of any kind or any severance or termination pay
to any present or former officer or employee; (vii) increased the rate of
compensation payable or to become payable by it to any of its officers or
directors or any of its employees whose monthly compensation exceeds $1,000; or
(viii) made any increase in any profit sharing, bonus, deferred compensation,
insurance, pension, retirement, or other employee benefit plan, payment, or
arrangement made to, for, or with its officers, directors, or employees;

     (c) Cathay has not, nor will it have (i) borrowed or agreed to borrow any
funds or incurred, or become subject to, any material obligation or liability
(absolute or contingent) except as necessary in its ordinary course of business;
(ii) paid or agreed to pay any material obligations or liability (absolute or
contingent) other than current liabilities incurred since that date in the
ordinary course of business and professional and other fees and expenses in
connection with the preparation of this Agreement and the consummation of the
transactions contemplated hereby; (iii) sold or transferred, or agreed to sell
or transfer, any of its assets, properties, or rights (except assets,
properties, or rights not used or useful in its business which, in the aggregate
have a value of less than $1,000), or canceled, or agreed to cancel, any debts
or claims (except debts or claims which in the aggregate are of a value of less
than $1,000); (iv) made or permitted any amendment or termination of any
contract, agreement, or license to which it is a party if such amendment or
termination is material, considering the business of Cathay; or (v) issued,
delivered, or agreed to issue or deliver any stock, bonds or other corporate
securities including debentures (whether authorized and unissued or held as
treasury stock); and




     (d) to the best knowledge of Cathay and the Shareholders, Cathay has not
become subject to any law or regulation which materially and adversely affects,
or in the future may adversely affect, the business, operations, properties,
assets, or condition of Cathay. (Schedule 1.09 - description of changes since
12/31/99)

     Section 1.10 - Title and Related Matters. Cathay has, or will have upon
Closing, good and marketable title to all of its properties, inventory,
interests in properties, and assets, real and personal, which are reflected in
Cathay's most recent balance sheet or acquired after that date (except
properties, interests in properties and assets sold or otherwise disposed of
since such date in the ordinary course of business) free and clear of all liens,
pledges, charges, or encumbrances except (a) statutory liens or claims not yet
delinquent; (b) such imperfections of title and easements as do not and will not
materially detract from or interfere with the present or proposed use of the
properties subject thereto or affected thereby or otherwise materially impair
present business operations on such properties and (c) as described in the
Cathay Schedules. (Schedule 1.10 - description of assets and related
encumbrances)

     Section 1.11 - Litigation and Proceedings. Except as set forth in the
Cathay Schedules, there are no actions, suits, proceedings, or investigations
pending or, to the knowledge of the Shareholders after reasonable investigation,
threatened by or against Cathay or affecting Cathay or its properties, at law or
in equity, before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind. The Shareholders have
no knowledge of any material default on Cathay's part with respect to any
judgment, order, injunction, decree, award, rule, or regulation of any court,
arbitrator, or governmental agency or instrumentality or of any circumstances
which, after reasonable investigation, would result in the discovery of such a
default. Additionally, there are no actions, suits, proceedings, or
investigations pending or, to the knowledge of the Shareholders after reasonable
investigation, threatened by or against the Shareholders or affecting the
Shareholders or each of their properties, at law or in equity, before any court
or other governmental agency or instrumentality, domestic or foreign, or before
any arbitrator of any kind. The Shareholders do not have any knowledge of any
material default on their part with respect to any judgment, order, injunction,
decree, award, rule, or regulation of any court, arbitrator, or governmental
agency or instrumentality or of any circumstances which, after reasonable
investigation, would result in the discovery of such a default. (Schedule 1.11 -
list of claims/litigation)

     Section 1.12 - Contracts. There are no material contracts, agreements,
franchises, license agreements, or other commitments to which Cathay is a party
or by which it or any of its assets, products, licenses, or properties are bound
except as set forth in the Cathay Schedules, herein, or in the financial
statements of Cathay, or in the notes thereto. (Schedule 1.12 - material
contracts not disclosed in financial statement)

     Section 1.13 - Material Contract Defaults. Except as set forth in the
Cathay Schedules, Cathay is not, nor will it be at the time of Closing, in
default in any material respect under the terms of any outstanding contract,
agreement, lease, or other commitment which is material to the business,
operations properties, assets or condition of Cathay and there is no event of
default in any material respect under any such contract, agreement, lease, or
other commitment in respect of which Cathay has not taken adequate steps to
prevent such a default from occurring. (Schedule 1.13 - list of material
contract defaults)




     Section 1.14 - No Conflict With Other Instruments. Except as set forth in
the Cathay Schedules, the execution of this Agreement and the consummation of
the transactions contemplated by this Agreement will not result in the breach of
any term or provision of, or constitute an event of default under, any material
indenture, mortgage, deed of trust, or other material contract, agreement, or
instrument to which Cathay or the Shareholders are a party or to which any of
their properties or operations are subject. (Schedule 1.14 - list of documents
which the execution of this agreement will be conflicting with)

     Section 1.15 - Governmental Authorizations and Licenses. As set forth in
the Cathay Schedules, Cathay has, or will have upon Closing, all licenses,
franchises, permits, and other governmental authorizations that are legally
required to enable it to conduct its business in all material respects as
conducted. Except for compliance with federal and state securities and
corporation laws, as hereinafter provided, no authorization, approval, consent,
or order of, or registration, declaration, or filing with, any court or other
governmental body is required in connection with the execution and delivery by
the Shareholders of this Agreement and consummation by the Shareholders of the
transaction contemplated hereby. (Schedule 1.15 - list of licenses)

     Section 1.16 - Compliance With Laws and Regulations. Cathay has complied
with all applicable statutes and regulations of any federal, state, or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations, properties,
assets, or condition of Cathay or except to the extent that noncompliance would
not result in the occurrence of any material liability for Cathay.

     Section 1.17 - Approval of Agreement. As shown in the Cathay Schedules,
each Shareholder has authorized the Designee to act as his or her representative
and attorney-in-fact in his favor and giving him the power to execute any
further documents or certificates in accordance with this agreement, including
but not limited to any documents required for Closing. (Schedule 1.17 -
Shareholders' authorization of designee)

     Section 1.18 - Employee Benefit Plans. Except as set forth on Schedule 1.18
(the "Employee Benefit Plans"), Cathay is not a party to, does not participate
in or contribute to any of the following for the benefit of Cathay's employees:
(i) any retirement, pension or deferred compensation plan, incentive
compensation plan, stock plan, vacation pay, severance pay, bonus or benefit
arrangement, insurance or hospitalization program or any other fringe benefit
arrangement that does not constitute an employee benefit plan; or (ii) any
employment agreement not terminable upon 90 days or less written notice without
further liability. Each Employee Benefit Plan is in compliance in all respects
with all requirements of law applicable thereto and the respective requirements
of the governing documents thereof, except where noncompliance would not
materially and adversely affect the business, operations, properties, assets or
condition of Cathay or except to the extent that noncompliance would not result
in the occurrence of any material liability for Cathay. Cathay has not incurred
any liability (nor, to the knowledge of Cathay, its officers, directors or
Shareholders, does any condition exist or event occurred that presents a
material risk that any liability will be incurred) with respect to the Employee
Benefit Plans that have or would reasonably be expected to materially and
adversely affect the business, operations, properties, assets or condition of
Cathay. Each Employee Benefit Plan is



fully and properly funded in accordance with applicable law and the governing
documents of such Employee Benefit Plan. (Schedule 1.18 - list of employee
benefit plans)

     Section 1.19 - Insurance. Schedule 1.19 contains a true and complete list
(including the insurance policy face or coverage sheets) of all insurance
policies (including any self insurance programs, if any) currently in effect
that insure Cathay or its officers, directors or employees, or affect or relate
to the ownership, use or operation of any of the material assets or properties
of Cathay, except for any such insurance policy the absence of which would not
materially and adversely affect the business, operations, properties, assets or
condition of Cathay. Each policy listed in Schedule 1.19 is valid and binding
and in full force and effect, all premiums due thereunder have been paid when
due and neither Cathay, its officers, directors, shareholders, employees nor any
other person to whom such policy has been issued has received any notice of
cancellation or termination in respect of any such policy or is in default
thereunder, and neither Cathay, its officers, directors, shareholders nor
employees know of any reason or state of facts that could lead to the
cancellation of such policies. In Cathay's reasonable judgment, the insurance
coverage provided by the insurance policies listed in Schedule 1.19 is
reasonably adequate for Cathay. (Schedule 1.19 - list of insurance policies)

     Section 1.20 - Corporate Books and Records. The minute books and other
similar records of Cathay set forth in Schedule 1.20 which will be made
available to the Company prior to the Closing of this Agreement contain a true,
complete and current record, in all material respects, of all action taken at
all meetings and by all written consents in lieu of meetings of directors,
members or shareholders. (Schedule 1.20 - list of minute books and records)

     Section 1.21 - Environmental Compliance. Cathay (i) is in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
imposing liability or standards of conduct concerning any Hazardous Material (as
hereinafter defined) ("Environmental Laws"), (ii) has received all permits,
licenses or other approvals required of them under applicable Environmental Laws
to conduct its business and (iii) is in compliance with all terms and conditions
of any such permit, license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, individually or in the aggregate, result in a
material adverse effect on the condition (financial or otherwise) or on the
earnings, business, properties, business prospects or operations of Cathay. The
term "Hazardous Material" means (a) any "hazardous substance" as defined by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, (b) any "hazardous waste" as defined by the Resource Conservation and
Recovery Act, as amended, (c) any petroleum or petroleum product, (d) any
polychlorinated biphenyl and (e) any pollutant or contaminant or hazardous,
dangerous, or toxic chemical, material, waste or substance regulated under or
within the meaning of any other Environmental Law.

     Section 1.22 - Cathay Schedules. Within 10 days after execution hereof,
Cathay and the Shareholders will deliver to the Company the following schedules,
which are collectively referred to as the "Cathay Schedules" and which consist
of separate schedules dated as of the date of execution of this Agreement, all
certified by the



Shareholders of Cathay as complete, true, and correct as of the date of this
Agreement in all material respects:

     (a) Schedule 1.01 - containing complete and correct copies of the
certificate and articles of incorporation, as amended, and bylaws of Cathay in
effect as of the date of this Agreement;

     (b) Schedule 1.03 - containing a list indicating the name and address of
each Shareholder of Cathay together with the number of shares owned by him, her
or it;

     (c) Schedule 1.04 - containing a list of all of Cathay's subsidiaries and
predecessors and copies of their corporate documents;

     (d) Schedule 1.05 - containing Cathay's audited financial statements for
the 12 months ended December 31, 1998 and December 31, 1999;

     (e) Schedule 1.08 - containing a list of all warrants, subscriptions and
options;

     (f) Schedule 1.09 - containing a description of changes since December 31,
1999

     (g) Schedule 1.10 - containing a description of all assets and real
property owned by Cathay, together with a description of every mortgage, deed of
trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any
nature whatsoever in such real property;

     (h) Schedule 1.11 - containing a description of all known actual or
threatened claims or litigation against or involving Cathay;

     (i) Schedule 1.12 - containing a description of material contracts not
otherwise disclosed;

     (j) Schedule 1.13 - containing a description of defaults (not remedied) on
material contracts;

     (k) Schedule 1.14 - containing a description of documents required to be
disclosed in section 1.14;

     (l) Schedule 1.15 - a list together with copies of all licenses, permits,
and other governmental authorization (or requests or applications therefor)
pursuant to which Cathay carries on or proposes to carry on its business (except
those which, in the aggregate, are immaterial to the present or proposed
business of Cathay);

     (m) Schedule 1.17 - Shareholders authorization of the Designee to act as
their representative;

     (n) Schedule 1.18 - a list of Cathay's employee benefit plans;

     (o) Schedule 1.19 - a list of Cathay's insurance policies;

     (p) Schedule 1.20 - a list of Cathay's minute books and records;




     (q) any other schedules setting forth any other information, together with
any required copies of documents, required to be disclosed in the Cathay
Schedules by sections 1.01 through 1.22;

     (r) a Schedule 1.22(r) listing the accounts receivable and notes and other
obligations receivable of Cathay as of December 31, 1999, or thereafter other
than in the ordinary course of business of Cathay, indicating the debtor and
amount, and classifying the accounts to show in reasonable detail the length of
time, if any, overdue, and stating the nature and amount of any refunds,
set-offs, reimbursements, discounts, or other adjustments, which are in the
aggregate material and due to or claimed by such debtor; and

     (s) a Schedule 1.22(s) listing the accounts payable and notes and other
obligations payable of Cathay as of December 31, 1999, or that arose thereafter
other than in the ordinary course of the business of Cathay, indicating the
creditor and amount, classifying the accounts to show in reasonable detail the
length of time, if any, overdue, and stating the nature and amount of any
refunds, set offs, reimbursements, discounts, or other adjustments, which in the
aggregate are material and due to or claimed by Cathay with respect to such
obligations.

     (t) a Schedule 1.22(t) comprising a a true and complete list of (a) all
accounts with banks, money market mutual funds or securities or other financial
institutions maintained by Cathay within the past twelve (12) months, the
account numbers thereof, and all persons authorized to sign or act on behalf of
Cathay, (b) all safe deposit boxes and other similar custodial arrangements
maintained by Cathay within the past twelve (12) months, and (c) the names of
all persons holding powers of attorney from Cathay or who are otherwise
authorized to act on behalf of Cathay with respect to any matter, other than its
officers and directors, and a summary of the terms of such powers or
authorizations.

     The Shareholders shall cause the Cathay Schedules and the instruments and
data delivered to the Company hereunder to be updated after the date hereof up
to and including the Closing Date. It is understood and agreed that not all of
the schedules referred to above have been completed or are available to be
furnished by the Shareholders. The Shareholders shall have a period of thirty
(30) days after the date hereof to provide such schedules. If the Shareholders
cannot or fail to do so, or if the Company finds the schedules unacceptable and
after giving the Shareholders written notice of such failure or unacceptability
and a 10-day period to cure, the Company may terminate this Agreement by giving
written notice to the Shareholders.

                                   ARTICLE II
                         REPRESENTATIONS, COVENANTS, AND
                            WARRANTIES OF THE COMPANY

     As an inducement to, and to obtain the reliance of the Shareholders, the
Company represents and warrants as follows:

     Section 2.01 - Organization. The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the state of Utah and
has the corporate power and is duly authorized, qualified, franchised, and
licensed under all



applicable laws, regulations, ordinances, and orders of public authorities to
own all of its properties and assets, to carry on its business in all material
respects as it is now being conducted, and there is no jurisdiction in which it
is not qualified in which the character and location of the assets owned by it
or the nature of the business transacted by it requires qualification. Included
in the Company Schedules (as hereinafter defined) are complete and correct
copies of the articles of incorporation of the Company as in effect on the date
hereof. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not violate any
provision of the Company's articles of incorporation or bylaws. The Company has
taken all action required by law, its articles of incorporation, its bylaws, or
otherwise to authorize the execution and delivery of this Agreement, and the
Company has full power, authority, and legal right and has taken all action
required by law, its articles of incorporation, bylaws, or otherwise to
consummate the transactions herein contemplated. (Schedule 2.01 - certificate
and articles of incorporation)

     Section 2.02 - Capitalization and Outstanding Shares. The Company's
authorized capitalization currently consists of 100,000,000 shares of common
stock, par value $.001, of which 4,208,319 shares of common stock are issued and
outstanding, and 5,000,000 shares of preferred stock, of which none are validly
issued and outstanding. All issued and outstanding shares are legally issued,
fully paid, non-assessable and not issued in violation of the pre-emptive or
other rights of any person.

     Section 2.03 - Subsidiaries and Predecessor Corporation. Except as shown in
the Company Schedules, the Company owns no subsidiaries and has no predecessor
corporations. (Schedule 2.03 - list of subsidiaries and predecessor
corporations.)

     Section 2.04 - Financial Statements.

     (a) Included in the the Company Schedules are (i) the audited balance
sheets of the Company as of December 31, 1999 and December 31, 1998, and the
related audited statements of operations, stockholders' equity and cash flows
for the two fiscal years ended December 31, 1999 and December 31, 1998, together
with the notes to such statements and the opinion of independent certified
public accountants, with respect thereto.

     (b) All such financial statements have been prepared in accordance with
generally accepted accounting principles. The Company's balance sheets present a
true and fair view as of the dates of such balance sheets of the financial
condition of the Company. The Company did not have, as of the dates of such
balance sheets, except as and to the extent reflected or reserved against
therein, any liabilities or obligations (absolute or contingent) which should be
reflected in the balance sheets or the notes thereto, prepared in accordance
with generally accepted accounting principles, and all assets reflected therein
are properly reported and present fairly the financial condition of the assets
of the Company in accordance with generally accepted accounting principles.

     (c) All accounts receivable of the Company (i) have arisen out of bona fide
transactions in the ordinary course of business consistent with past practice,
and are payable on ordinary trade terms, (ii) to the knowledge of the Company,
its officers, directors and shareholders, are legal, valid and binding
obligations of the respective debtors enforceable in accordance with their
respective terms, (iii) to the knowledge of the Company, its officers, directors
and shareholders, are not subject to any valid set-off



or counterclaim, and (iv) do not represent obligations for goods sold on
consignment, on approval or on a sale-or-return basis or subject to any other
repurchase or return arrangement.

     (d) The Company currently has no liabilities with respect to the payment of
any federal, state, county local or other taxes (including any deficiencies,
interest or penalties), except for taxes accrued but not yet due and payable.

     (e) The Company has filed all state, federal or local income and/or
franchise tax returns required to be filed by it from inception to the date
hereof. None of such federal income tax returns have been examined by the
Internal Revenue Service. Each of such income tax return reflects the taxes due
for the period covered thereby, except for amounts which, in the aggregate, are
immaterial.

     (f) The Company's books and records, are in all material aspects complete,
correct and have been maintained in accordance with good business and accounting
practices.

     (g) All of the Company's assets are reflected on its financial statements,
and except as set forth in the Company Schedules or the financial statements of
the Company or the notes thereto, the Company has no material liabilities,
direct or indirect, matured or unmeasured, contingent or otherwise. (Schedule
2.04 - financial statements)

     Section 2.05 - Taxes. Other than with respect to taxes not yet due and
payable, (i) all taxes due and owing by the Company (whether or not shown on any
tax return) have been properly determined in accordance with applicable rules
and regulations and have been paid in full, or in connection with amounts paid
or owing to any employee, creditor, independent contractor, shareholder,
customer, supplier or other third party, where required by law have been
withheld, deposited and paid in full; and (ii) all tax returns required to be
filed for taxable periods ending on or before the date of this Agreement have
been or will be duly filed in accordance with all applicable laws, and each such
tax return is (or will be when filed) correct and complete in all material
respects. There is no pending, or to the knowledge of the Company, its officers,
directors or shareholders, threatened dispute, claim or issue raised, or
expected to be raised or assessed, by any governmental authority in any
jurisdiction concerning any tax liability of the Company or otherwise known to
the Company. The Company has made available to the Shareholders complete and
correct copies of all tax returns, or portions thereof, filed by or with respect
to, and all tax examination reports and statements of deficiencies assessed
against, or agreed to by or with respect to, the Company since January 1, 1995.

     Section 2.06 - Company's Shareholders. The list of the Company's
shareholders set forth in Schedule 2.06 is a complete list of the Company's
shareholders, as provided by Colonial Stock Transfer Company, Inc., the
Company's transfer agent (the "Transfer Agent"). Such list is in accordance with
the Company's records, and there is no material discrepancy between the
Company's records and the list of shareholders provided by the Transfer Agent.
(Schedule 2.06 - list of the Company's shareholders)

     Section 2.07 - Information. The information concerning the Company set
forth in this Agreement and the Company Schedules is complete and accurate in
all material respects and does not contain any untrue statements 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.

     Section 2.08 - Options or Warrants or Subscriptions. Except as disclosed in
the Company Schedules, there are no existing options, warrants, calls,
subscriptions or commitments of any character relating to the authorized and
unissued stock of the Company. (Schedule 2.08 - list of warrants and options)

     Section 2.09 - Title and Related Matters. The Company has good and
marketable title to all of its properties, inventory, interest in properties,
and assets, real and personal, which are reflected in the Company's most recent
balance sheet or acquired after that date (except properties, interest in
properties, and assets sold or otherwise disposed of since such date in the
ordinary course of business), free and clear of all liens, pledges, charges, or
encumbrances except (a) statutory liens or claims not yet delinquent; (b) such
imperfections of title and easements as do not and will not materially detract
from or interfere with the present or proposed use of the properties subject
thereto or affected thereby or otherwise materially impair present business
operations on such properties; or (c) as described in the Company Schedules.
(Schedule 2.09 - description of assets and related encumbrances)

     Section 2.10 - Litigation and Proceedings. Except as set forth in the
Company Schedules, there are no actions, suits, proceedings, or investigations
pending or, to the knowledge of the Company after reasonable investigation,
threatened by or against the Company or affecting the Company or its properties,
at law or in equity, before any court or other governmental agency or
instrumentality, domestic or foreign, or before any arbitrator of any kind. The
Company has no knowledge of any material default on the Company's part with
respect to any judgment, order, injunction, decree, award, rule, or regulation
of any court, arbitrator, or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in the
discovery of such a default. (Schedule 2.10 - description of litigation/claims)

     Section 2.11 - Contracts. There are no material contracts, agreements,
franchises, license agreements, or other commitments to which the Company is a
party or by which it or any of its assets, products, licenses, or properties are
bound except as set forth in the Company Schedules, herein, or in the financial
statements of the Company, or in the notes thereto. (Schedule 2.11 - material
contracts not disclosed in financial statements)

     Section 2.12 - Material Contract Defaults. Except as set forth in the
Company Schedules, the Company is not, nor will it be at the time of Closing, in
default in any material respect under the terms of any outstanding contract,
agreement, lease, or other commitment which is material to the business,
operations properties, assets or condition of the Company and there is no event
of default in any material respect under any such contract, agreement, lease, or
other commitment in respect of which the Company has not taken adequate steps to
prevent such a default from occurring. (Schedule 2.12 - list of material
contract defaults)

     Section 2.13 - No Conflict With Other Instruments. Except as set forth in
the Company Schedules, the execution of this Agreement and the consummation of
the transactions contemplated by this Agreement will not result in the breach of
any term or provision of, or constitute an event of default under, any material
indenture, mortgage,



deed of trust, or other material contract, agreement, or instrument to which the
Company is a party or to which any of its properties or operations are subject.
(Schedule 2.13 - list of documents which the execution of this agreement will be
conflicting with)

     Section 2.14 - Governmental Authorizations and Licenses. As set forth in
the Company Schedules, the Company has or will have upon Closing, all licenses,
franchises, permits, and other governmental authorizations that are legally
required to enable it to conduct its business in all material respects as
conducted. Except for compliance with federal and state securities and
corporation laws, as hereinafter provided, no authorization, approval, consent,
or order of, or registration, declaration, or filing with, any court or other
governmental body is required in connection with the execution and delivery by
the Company of this Agreement and the consummation by the Company of the
transaction contemplated hereby. (Schedule 2.14 - list of licenses)

     Section 2.15 - Compliance With Laws and Regulations. The Company has
complied with all applicable statutes and regulations of any federal, state, or
other governmental entity or agency thereof, including, but not limited to,
those governing tax, environmental, labor and intellectual property matters,
except to the extent that noncompliance would not materially and adversely
affect the business, operations, properties, assets, or condition of the Company
or except to the extent that noncompliance would not result in the occurrence of
any material liability for the Company.

     Section 2.16 - Approval of Agreement. As shown in the Company Schedules,
the board of directors of the Company has approved this Agreement and the
transactions contemplated hereby. (Schedule 2.16 - board consent)

     Section 2.17 - Employee Benefit Plans. Except as set forth on Schedule 2.17
(the "Employee Benefit Plans"), the Company is not a party to, does not
participate in or contribute to any of the following for the benefit of the
Company's employees: (i) any retirement, pension or deferred compensation plan,
incentive compensation plan, stock plan, vacation pay, severance pay, bonus or
benefit arrangement, insurance or hospitalization program or any other fringe
benefit arrangement that does not constitute an employee benefit plan; or (ii)
any employment agreement not terminable upon 90 days or less written notice
without further liability. Each Employee Benefit Plan is in compliance in all
respects with all requirements of law applicable thereto and the respective
requirements of the governing documents thereof, except where noncompliance
would not materially and adversely affect the business, operations, properties,
assets or condition of the Company or except to the extent that noncompliance
would not result in the occurrence of any material liability for the Company.
The Company has not incurred any liability (nor, to the knowledge of the
Company, its officers, directors or shareholders, does any condition exist or
event occurred that presents a material risk that any liability will be
incurred) with respect to the Employee Benefit Plans that have or would
reasonably be expected to materially and adversely affect the business,
operations, properties, assets or condition of the Company. Each Employee
Benefit Plan is fully and properly funded in accordance with applicable law and
the governing documents of such Employee Benefit Plan. (Schedule 2.17 - list of
employee benefit plans)

     Section 2.18 - Insurance. Schedule 2.18 contains a true and complete list
(including the insurance policy face or coverage sheets) of all insurance
policies



(including any self insurance programs, if any) currently in effect that insure
the Company or its officers, directors or employees, or affect or relate to the
ownership, use or operation of any of the material assets or properties of the
Company, except for any such insurance policy the absence of which would not
materially and adversely affect the business, operations, properties, assets or
condition of the Company. Each policy listed in Schedule 2.18 is valid and
binding and in full force and effect, all premiums due thereunder have been paid
when due and neither the Company, its officers, directors, shareholders,
employees nor any other person to whom such policy has been issued has received
any notice of cancellation or termination in respect of any such policy or is in
default thereunder, and neither the Company, its officers, directors,
shareholders nor employees know of any reason or state of facts that could lead
to the cancellation of such policies. In the Company's reasonable judgment, the
insurance coverage provided by the insurance policies listed in Schedule 2.18 is
reasonably adequate for the Company. (Schedule 2.18 - list of insurance
policies)

     Section 2.19 - Corporate Books and Records. The minute books and other
similar records of the Company set forth in Schedule 2.19 and made available to
the Shareholders prior to the execution of this Agreement contain a true,
complete and current record, in all material respects, of all action taken at
all meetings and by all written consents in lieu of meetings of directors,
members or shareholders. (Schedule 2.19 - list of minute books and records)

     Section 2.20 - Absence of Certain Changes or Events. Except as set forth in
this Agreement or the Company Schedules, since December 31, 1999:

     (a) there has not been nor will there be at the Closing Date (i) any
material adverse change in the business, operations, properties, assets, or
condition of the Company; or (ii) any damage, destruction, or loss to the
Company (whether or not covered by insurance) materially and adversely affecting
the business, operations, properties, assets, or condition of the Company;

     (b) the Company has not, and prior to Closing, except as contemplated by
this agreement, will not have (i) amended its articles of incorporation or
bylaws; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to stockholders
or purchased or redeemed, or agreed to purchase or redeem, any of its capital
stock; (iii) waived any rights of value which in the aggregate are extraordinary
or material considering the business of the Company; (iv) made any material
change in its method of management, operation or accounting; (v) entered into
any other material transaction other than sales in the ordinary course of its
business; (vi) made any accrual or arrangement for payment of bonuses or special
compensation of any kind or any severance or termination pay to any present or
former officer or employee; (vii) increased the rate of compensation payable or
to become payable by it to any of its officers or directors or any of its
employees whose monthly compensation exceeds $1,000; or (viii) made any increase
in any profit sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement made to,
for, or with its officers, directors, or employees;

     (c) the Company has not, nor will it have except as contemplated by this
Agreement (i) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
as necessary in its ordinary course of business; (ii) paid or agreed to pay any
material obligations or liability



(absolute or contingent) other than current liabilities incurred since that date
in the ordinary course of business and professional and other fees and expenses
in connection with the preparation of this agreement and the consummation of the
transactions contemplated hereby; (iii) sold or transferred, or agreed to sell
or transfer, any of its assets, properties, or rights (except assets,
properties, or rights not used or useful in its business which, in the aggregate
have a value of less than $1,000), or canceled, or agreed to cancel, any debts
or claims (except debts or claims which in the aggregate are of a value of less
than $1,000); (iv) made or permitted any amendment or termination of any
contract, agreement, or license to which it is a party if such amendment or
termination is material, considering the business of the Company; or (v) issued,
delivered, or agreed to issue or deliver any stock, bonds or other corporate
securities including debentures (whether authorized and unissued or held as
treasury stock); and

     (d) to the best knowledge of the Company, the Company has not become
subject to any law or regulation which materially and adversely affects, or in
the future may adversely affect the business, operations, properties, assets, or
condition of the Company. (Schedule 2.20 - description of changes since December
31, 1999)

     Section 2.21 - Continuity of Business Enterprises. The Company has no
commitment or present intention to liquidate Cathay or sell or otherwise dispose
of a material portion of Cathay's business or assets following the consummation
of the transactions contemplated hereby.

     Section 2.22 - Environmental Compliance. The Company (i) is in compliance
with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or imposing liability or standards of conduct concerning any
Hazardous Material (as hereinafter defined) ("Environmental Laws"), (ii) has
received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct its business and (iii) is in compliance
with all terms and conditions of any such permit, license or approval, except
where such noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, individually or in
the aggregate, result in a material adverse effect on the condition (financial
or otherwise) or on the earnings, business, properties, business prospects or
operations of the Company. The term "Hazardous Material" means (a) any
"hazardous substance" as defined by the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, (b) any "hazardous waste" as
defined by the Resource Conservation and Recovery Act, as amended, (c) any
petroleum or petroleum product, (d) any polychlorinated biphenyl and (e) any
pollutant or contaminant or hazardous, dangerous, or toxic chemical, material,
waste or substance regulated under or within the meaning of any other
Environmental Law.

     Section 2.23 - Company Schedules. The Company has delivered to the
Shareholders the following schedules, which are collectively referred to as the
"Company Schedules" and which consist of separate schedules, which are dated the
date of this Agreement, all certified by the chief executive officer of the
Company to be complete, true, and accurate:

     (a) Schedule 2.01 - containing complete and accurate copies of the articles
of incorporation of the Company as in effect as of the date of this Agreement;




     (b) Schedule 2.03 - containing a list indicating the name and address of
each subsidiary;

     (c) Schedule 2.04 - containing the Company's audited financial statements
for the 12 months ended December 31, 1998 and December 31, 1999;

     (d) Schedule 2.06 - containing a list of the Company's shareholders, as
provided by the Transfer Agent;

     (e) Schedule 2.08 - containing a description of all of the Company's
outstanding warrants, subscriptions and options;

     (f) Schedule 2.09 - containing a description of all real property and
assets owned by the Company, together with a description of every mortgage, deed
of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any
nature whatsoever in such real property;

     (g) Schedule 2.10 - containing a description of all known actual or
threatened claims or litigation against or involving the Company;

     (h) Schedule 2.11 - containing a description of material contracts not
otherwise disclosed;

     (i) Schedule 2.12 - containing a description of defaults (not remedied) on
material contracts;

     (j) Schedule 2.13 - containing a description of documents required to be
disclosed in section 2.13;

     (k) Schedule 2.14 - a list together with copies of all licenses, permits,
and other governmental authorization (or requests or applications therefor)
pursuant to which the Company carries on or proposes to carry on its business
(except those which, in the aggregate, are immaterial to the present or proposed
business of the Company);

     (l) Schedule 2.16 - board consent approving the execution of this
Agreement;

     (m) Schedule 2.17 - a list of the Company's employee benefit plans;

     (n) Schedule 2.18 - a list of the Company's insurance policies;

     (o) Schedule 2.19 - a list of the Company's minute books and records;

     (p) Schedule 2.20 - containing a description of changes which have occurred
since December 31, 1999; and

     (q) any other schedules setting forth any other information, together with
any required copies of documents required to be disclosed in the Company
Schedules by Article II.




The Company shall cause the Company Schedules and the instruments and data
delivered to the Shareholders hereunder to be updated after the date hereof up
to and including the Closing Date. It is understood and agreed that not all of
the schedules referred to above have been completed or are available to be
furnished by the Company. The Company shall have a period of thirty (30) days
after the date hereof to provide such schedules. If the Company cannot or fails
to do so, or if the Shareholders finds the schedules unacceptable, and after
giving the Company written notice of such failure or unacceptability and a
10-day period to cure, the Shareholders may terminate this agreement by giving
written notice to the Company.

     Section 2.22 - Disclaimer; Knowledge. Except for the representations and
warranties specifically set forth in this Article II, the Company makes no (nor
shall the Company in any manner whatsoever be deemed or be construed as having
made any) representation or warranty to the Shareholders or otherwise, express
or implied. Neither this Agreement nor the documents and certificates executed
by the Company in order to consummate the transactions contemplated hereby shall
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained herein, in light of the
circumstances under which they were made, not misleading. Wherever used in this
Agreement, the "knowledge" of the Company means the knowledge of the officers,
executives, partners, members or other persons in a similar position or having
similar powers and duties, in each case after reasonable inquiry.

                                   ARTICLE III
                                PLAN OF EXCHANGE

     Section 3.01 - The Exchange. The Shareholders agree to assign, transfer,
and deliver to the Company, free and clear of all liens, pledges, encumbrances,
charges, restrictions or known claims of any kind, nature, or description, 1,000
common shares of Cathay, constituting 100% of the issued and outstanding common
shares of Cathay, and the Company agrees to acquire such shares by issuing and
delivering in exchange therefor 21,750,000 shares of the Company's common stock,
par value $.001, to the Shareholders and their designated recipients in the
amounts set forth opposite the name of each Shareholder and their designated
recipients in the list attached hereto as Exhibit 1 and incorporated herein.

     Section 3.02 - Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall be within ten days after the signing of
this Agreement and at such time and place as the parties may mutually agree
("Closing Date").

     Section 3.03 - Closing Events. At the Closing, each of the respective
Parties hereto shall execute, acknowledge, and deliver (or shall ensure to be
executed, acknowledged, and delivered) the following:

          (a)  In the case of the Company,

               (i)  a bring-down letter from the Company's accountants; and

               (ii) a legal opinion, acceptable to Cathay, to the effect that
                    this Agreement has been properly executed, is legally
                    enforceable and, to the best of counsel's knowledge, that
                    there is no outstanding litigation pending against the
                    Company which has not been disclosed to Cathay.




          (b)  In the case of Cathay,

               (i)  a comfort letter from Cathay's accountants; and

               (ii) a legal opinion, acceptable to the Company, to the effect
                    that, to the best of counsel's knowledge, this Agreement has
                    been properly executed and is legally enforceable.

          (c) Any and all certificates, opinions, financial statements,
     schedules, agreements, resolutions, ruling or deeds or other instruments
     required by this Agreement to be so delivered at or prior to the Closing,
     together with such other items as may be reasonably requested by the
     Parties hereto and their respective legal counsel in order to effectuate or
     evidence the transactions contemplated hereby. The Shareholders must each
     have executed a power of attorney authorizing the Designee to act on each
     of their behalf.

     Section 3.04 - Termination.

     (a) This Agreement may be terminated by the board of directors of the
Company or by the Shareholders at any time prior to the Closing Date if:

          (i) there shall be any additional, i.e. actual or threatened action or
     proceeding before any court or any governmental body which has not been
     disclosed in this Agreement and which shall seek to restrain, prohibit, or
     invalidate the transactions contemplated by this Agreement and which, in
     the judgment of such board of directors, made in good faith and based upon
     the advice of its legal counsel, makes it inadvisable to proceed with the
     exchange contemplated by this Agreement;

          (ii) any of the transactions contemplated hereby are disapproved by
     any regulatory authority whose approval is required to consummate such
     transactions or in the judgment of such party, made in good faith and based
     on the advice of counsel, there is substantial likelihood that any such
     approval will not be obtained or will be obtained only on a condition or
     conditions which would be unduly burdensome, making it inadvisable to
     proceed with the exchange; or

          (iii) there shall have been any change in the latest balance sheets of
     Cathay or the Company, or in their respective assets, properties, business,
     or financial condition which could have a material adverse affect on the
     value of each such business, except any changes disclosed in the Parties'
     Schedules, as the case may be, dated as of the date of the execution of
     this Agreement; or

          (iv) the Board of Directors of the Company, or the Shareholders
     determine in good faith that a condition to closing has not occurred.

In the event of termination pursuant to this paragraph (a) of Section 3.04, no
obligation, right or liability shall arise hereunder, and each party shall bear
all of the expenses incurred by it in connection with the negotiation, drafting,
and execution of this Agreement and the transactions herein contemplated.

     (b) This Agreement may be terminated at any time prior to the Closing by
action of the Shareholders if in their sole and reasonable judgment they
determine that the



Company shall have failed to comply in any material respect with any of their
covenants or agreements contained in this Agreement or if any of the
representations or warranties of the Company contained herein shall be
inaccurate in any material respect. If this Agreement is terminated pursuant to
this paragraph (b) of Section 3.04, this Agreement shall be of no further force
or effect, and no obligation, right or liability shall arise hereunder.

     (c) The Board of Directors of the Company may terminate this contract if in
their sole and reasonable judgment the Shareholders shall fail to comply in any
material respect with any of their covenants or agreements contained in this
Agreement or if any of the representations or warranties of the Shareholders
contained herein shall be inaccurate in any material respect. If this Agreement
is terminated pursuant to this paragraph (c) of Section 3.04, this Agreement
shall be of no further force or effect, and no obligation, right or liability
shall arise hereunder.

     Section 3.05 - Shareholder Approval. This plan of share exchange will not
be submitted to the shareholders of the Company for their approval.

                                   ARTICLE IV
                                SPECIAL COVENANTS

     Section 4.01 - Delivery of Books and Records. At the Closing, the
Shareholders shall deliver to the Company the originals of the corporate minute
books, books of account, contracts, records, and all other books or documents of
Cathay now in the possession of Cathay or its representatives.

     Section 4.02 - Special Covenants and Representations Regarding the
Exchanged Company Stock. The consummation of this Agreement and the transactions
herein contemplated, including the issuance of the Exchanged Stock set forth in
section 3.01 to the Shareholders contemplated hereby, constitute the offer and
sale of securities under the Securities Act of 1933, as amended (the "Securities
Act") and applicable state statutes. The Shareholders acknowledge that the
shares of the Company to be delivered to each pursuant to this Agreement have
not been registered under the Securities Act or the laws of any other
jurisdiction, and that therefore the stock is not fully transferable except as
permitted under various exemptions, if any, contained in the Securities Act and
the rules of the Securities and Exchange Commission interpreting the act. Under
US law, the Company common stock cannot be sold or transferred by the
Shareholders unless they are subsequently registered under applicable law or an
exemption from registration is available. The Company is not required to
register or assist in the registration of the Company common shares or to make
any exemption from registration available. The provisions contained in this
paragraph are intended to ensure compliance with the Securities Act. The
Shareholders represent and warrant to the Company that each is acquiring the
shares of the Company common stock under this Agreement for their own account
for investment, and not for the purpose of resale or any other distribution of
such common shares. The Shareholders also represent and warrant that each has no
present intention of disposing of all or any part of such shares at any
particular time, for any particular price or upon the happening of any
particular circumstances. The Shareholders further represent that each has such
knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of an investment in the Company. The
Shareholders acknowledge that the Company is relying on the truth and accuracy
of these warranties and representations in



issuing the shares without first registering the shares under the Securities
Act. The Shareholders covenant and represent that none of the shares of the
Company common stock to be issued to them pursuant to this Agreement, will be
offered, sold, assigned, pledged, transferred, or otherwise disposed of except
after full compliance with all of the applicable provisions of the Securities
Act and the rules and regulations of the Securities and Exchange Commission
under the Securities Act. Therefore the Shareholders agree not to sell or
otherwise dispose of any of the common shares of the Company received pursuant
to this agreement unless such Shareholder:

     1.   has delivered to the Company a written legal opinion in form and
          substance satisfactory to counsel for the Company to the effect that
          the disposition is permissible under the terms of the Securities Act
          and the rules and regulations promulgated thereunder;

     2.   has complied with the registration and prospectus requirements of the
          Securities Act relating to such disposition; or

     3.   has presented the Company satisfactory evidence that such a
          disposition is exempt from registration under the Securities Act. The
          Company shall place a stop transfer order against transfers of shares
          until one of the conditions set forth in this paragraph have been met.
          Furthermore, the Shareholders agree that the certificates evidencing
          the common shares that each will receive under this Agreement will
          contain the following legend or one substantially similar:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR REGISTERED
          OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
          SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED (1) ABSENT AN
          EFFECTIVE REGISTRATION THEREOF UNDER THE ACT; OR (2) ABSENT AN OPINION
          OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY IN FORM AND
          SUBSTANCE TO THE COMPANY AND ITS COUNSEL, TO THE EFFECT THAT SUCH
          REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR SUCH STATES OR THAT
          SUCH TRANSACTION COMPLIES WITH THE RULES PROMULGATED BY THE SECURITIES
          AND EXCHANGE COMMISSION UNDER SAID ACT OR SUCH STATES.

     Section 4.03 Short Positions Prohibited. For a period beginning from the
Closing Date and ending on the second anniversary of the Closing Date, neither
the Shareholders nor any of their affiliates, subsidiaries, officers, directors
or agents, shall directly or indirectly maintain, or assist in maintaining any
short position in the securities of the Company.

     Section 4.04 - Third Party Consents and Certificates. The Parties agree to
cooperate with each other in order to obtain any required third party consents
to this Agreement and the transactions herein and therein contemplated.

     Section 4.05 - Actions Prior to Closing.

     (a) From and after the date of this Agreement until the Closing Date and
except as set forth in the attached Schedules or as permitted or contemplated by
this



Agreement, the Company, and the Shareholders (for and on behalf of Cathay),
respectively, will each:

     (i) carry on their business in substantially the same manner as they had
     heretofore;

     (ii) maintain and keep their properties in states of good repair and
     condition as at present, except for depreciation due to ordinary wear and
     tear and damage due to casualty;

     (iii) maintain in full force and effect insurance comparable in amount and
     in scope of coverage to that now maintained by them;

     (iv) perform in all material respects all of their obligations under
     material contracts, leases, and instruments relating to or affecting their
     assets, properties, and business;

     (v) use their best efforts to maintain and preserve their business
     organization intact, to retain their key employees, and to maintain their
     relationship with material suppliers and customers; and

     (vi) fully comply with and perform in all material respects all obligations
     and duties imposed on them by all federal and state laws and all rules,
     regulations, and orders imposed by federal or state governmental
     authorities.

     (b) From and after the date of this Agreement until the Closing Date,
neither the Company, nor the Shareholders, on behalf of Cathay will:

     (i) make any changes in their articles of incorporation or bylaws except as
     contemplated by this Agreement;

     (ii) declare or make, or agree to declare or make, any payment of dividends
     or distributions of any assets of any kind whatsoever to stockholders or
     purchased or redeemed, or agreed to purchase or redeem, any of its capital
     stock;

     (iii) waive any rights of value which in the aggregate are extraordinary or
     material considering the business of either the Company or Cathay
     respectively;

     (iv) make any material change in their method of management, operation or
     accounting;

     (v) enter into any other material transaction other than in the ordinary
     course of either party's respective business;

     (vi) make any accrual or arrangement for payment of bonuses or special
     compensation of any kind or any severance or termination pay to any present
     or former officer or employee;

     (vii) increase the rate of compensation payable or to become payable by it
     to any of its officers or directors or any of its employees whose monthly
     compensation exceeds $1,000; or

     (viii) make any increase in any profit sharing, bonus, deferred
     compensation, insurance, pension, retirement, or other employee benefit
     plan, payment, or arrangement made to, for, or with its officers,
     directors, or employees;

     (ix) borrow or agree to borrow any funds or incur, or become subject to,
     any material obligation or liability (absolute or contingent) except as
     necessary in its ordinary course of business;

     (x) pay or agree to pay any material obligations or liability (absolute or
     contingent) other than current liabilities incurred in the ordinary course
     of business and professional and other fees and expenses in connection with
     the preparation of this agreement and the consummation of the transactions
     contemplated hereby;




     (xi) sell or transfer, or agree to sell or transfer, any of their assets,
     properties, or rights (except assets, properties, or rights not used or
     useful in their respective business which, in the aggregate have a value of
     less than $1,000), or cancel, or agree to cancel, any debts or claims
     (except debts or claims which in the aggregate are of a value of less than
     $1,000);

     (xii) make or permit any amendment or termination of any contract,
     agreement, or license to which it is a party if such amendment or
     termination is material, considering their respective businesses; or

     (xiii) issue, deliver or agree to issue or deliver any stock, bonds or
     other corporate securities including debentures (whether authorized and
     unissued or held as treasury stock).

     Section 4.06 - Indemnification.

     (a) The Shareholders hereby agree to indemnify the Company and its
officers, agents and directors as of the date of execution of this Agreement
against any loss, liability, claim, damage or expense (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing, or defending against any litigation, commenced or
threatened, or any claim whatsoever), to which it or they may become subject
arising out of or based on any inaccuracy appearing in or misrepresentations
made under Article I of this Agreement. The indemnification provided for in this
paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement.

     (b) The Company hereby agrees to indemnify the Shareholders against any
loss, liability, claim, damage, or expense (including, but not limited to, any
and all expense whatsoever reasonably incurred in investigating, preparing, or
defending against any litigation, commenced or threatened, or any claim
whatsoever), to which it or they may become subject arising out of or based on
any inaccuracy appearing in or misrepresentation made under Article II of this
Agreement. The indemnification provided for in this paragraph shall survive the
Closing and consummation of the interactions contemplated hereby and termination
of this Agreement.

                                    ARTICLE V
               CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

     The obligations of the Company under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

     Section 5.01 - Accuracy of Representations. The representations and
warranties made by the Shareholders in this Agreement were true when made and
shall be true at the Closing Date with the same force and effect as if such
representations and warranties were made at and as of the Closing Date (except
for changes therein permitted by this Agreement), and the Shareholders shall
have performed or complied with all covenants and conditions required by this
Agreement to be performed or complied with by them prior to or at the Closing.
The Company shall have been furnished with a certificate, signed by the
Shareholders and dated the Closing Date, to the foregoing effect.

     Section 5.02 - Officer's Certificate. The Company shall have been furnished
with a certificate dated the Closing Date and signed by a duly authorized
representative of



Cathay to the effect that no litigation, proceeding, investigation, or inquiry
is pending, to the best of his knowledge, against Cathay, which might result in
an action to enjoin or prevent the consummation of the transactions contemplated
by this Agreement, or, to the extent not disclosed in the Cathay Schedules, by
or against Cathay, which might result in any material adverse change in any of
the assets, properties, business, or operations of Cathay.

     Section 5.03 - No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business, or operations of Cathay nor shall any event have occurred which, with
the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations of Cathay.

     Section 5.04 - Good Standing. The Company shall have received a certificate
of good standing from the appropriate governmental official, dated as of a date
within ten days prior to the Closing Date certifying that Cathay is in good
standing as a corporation in its state or country of incorporation.

     Section 5.05 -- Other Items.

     (a) The Company shall have received a Shareholder list of Cathay containing
the name, address, and number of shares held by each Shareholder, certified by
an executive officer of Cathay as being true, complete and accurate, and a
designation of how many shares of the exchanged Company stock each is to receive
pursuant to this Agreement.

     (b) The Company shall have received a copy of each Power of Attorney duly
signed and notarized by each of the Shareholders authorizing the Designee to act
on their behalf.

     (c) The Company shall have received such further documents, certificates or
instruments relating to the transactions contemplated hereby as the Company may
reasonably request.

                                   ARTICLE VI
             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDERS

     The obligations of the Shareholders under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

     Section 6.01 - Accuracy of Representations. The representations and
warranties made by the Company in this Agreement were true when made and shall
be true as of the Closing Date (except for changes therein permitted by this
Agreement) with the same force and effect as if such representations and
warranties were made at and as of the Closing Date, and the Company shall have
performed and complied with all covenants and conditions required by this
Agreement to be performed or complied with by the Company prior to or at the
Closing, and the Shareholders shall have been furnished with a certificate,
signed by a duly authorized executive officer of the Company and dated the
Closing Date, to the foregoing effect.




     Section 6.02 - Officer's Certificate. The Shareholders shall have been
furnished with a certificate dated the Closing Date and signed by a duly
authorized executive officer of the Company, to the effect that no litigation,
proceeding, investigation or inquiry is pending, other than those disclosed
herein, or to the best knowledge of the Company, threatened, which might result
in an action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement.

     Section 6.03 - No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business, or operations of the Company nor shall any event have occurred which,
with the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations of the
Company.

     Section 6.04 - Good Standing. The Shareholders shall have received a
certificate of good standing from the appropriate governmental official, or the
equivalent, dated as of a date within ten days prior to the Closing Date
certifying that the Company is in good standing as a corporation in Utah.


                                  ARTICLE VII.
                       ACCESS TO THE PROPERTIES AND BOOKS

     Section 7.01 - The Company's Rights. The Shareholders hereby grant to the
Company and its duly authorized representatives, the right of full and complete
access to the properties of Cathay and full opportunity to examine such
entities' books and records, during normal business hours between the date
hereof and the Closing Date.

     Section 7.02 - Shareholders' Rights. The Company hereby grants to the
Shareholders and their duly authorized representatives, the right of full and
complete access to the properties of the Company and full opportunity to examine
such entities' books and records, during normal business hours between the date
hereof and the Closing Date.

                                  ARTICLE VIII.
                       OFFICERS AND DIRECTORS, NAME CHANGE

     Section 8.01 Directors. At Closing, the current directors of the Company
shall nominate, and agree to vote in favor of the election of (i) Brian Ransom,
Philip Flaherty, David Cooperberg and Peter Lau to the Company's Board of
Directors and (ii) Peter Lau as the Company's President and Chief Executive
Officer. Thereafter, the other remaining board members agree to (i) amend the
By-laws to permit the Company to have one or more directors and (ii) upon
request of the Designee, tender their written resignations.

     Section 8.02 - Name Change. At or before Closing, the Company shall take
those steps necessary to effect a name change to Cathay Technologies Group, Inc.
or some other substantially similar name.




                                   ARTICLE IX.
                                  MISCELLANEOUS

     Section 9.01 - Governing Law. This Agreement shall be governed by,
enforced, and construed under and in accordance with the laws of the United
States of America and, with respect to the matters of state law, with the laws
of the State of New York.

     Section 9.02 - Resolution of Disputes.

          (a)  Any dispute, controversy or claim arising out of or relating to
               this Agreement, or the interpretation, breach, termination or
               validity hereof, shall first be resolved through friendly
               consultation, if possible. Such consultation shall begin
               immediately after one party has delivered to the other party a
               written request for such consultation (the "Consultation Date").
               If the dispute cannot be resolved within 30 days following the
               Consultation Date, the dispute shall be submitted to arbitration
               upon the request of either party, with written notice to the
               other party.

          (b)  Arbitration. The arbitration shall be conducted in New York, New
               York under the auspices of the American Arbitration Association
               ("AAA") in accordance with the commercial arbitration rules and
               supplementary procedures for international commercial arbitration
               of the AAA. There shall be three arbitrators--one arbitrator
               shall be chosen by each party to the dispute and those two
               arbitrators shall choose the third arbitrator. All arbitration
               proceedings shall be conducted in English. Each party shall
               cooperate with the other in making full disclosure of and
               providing complete access to all information and documents
               requested by the other party in connection with the arbitration
               proceedings. Arbitration shall be the sole, binding, exclusive
               and final remedy for resolving any dispute between the parties;
               either party may apply to any court of competent jurisdiction in
               the State of New York for enforcement of any award granted by the
               arbitrators.

          (c)  During the period when a dispute is being resolved, except for
               the matter being disputed, the parties shall in all other
               respects continue to abide by the terms of this Agreement.

     Section 9.03 - Notices. Any notice or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:

If to the Company:

     Premier Brands, Inc.
     c/o David Cooperberg
     205 East 78th Street
     Apartment 14L
     New York, New York  10021-1239



With copies to:

     Bruce Pritchett, Attorney at Law
     1612 South 250 East
     Kaysville, Utah  84037

If to the Shareholders:

     Peter Lau
     570 Lexington Avenue
     Suite 1800
     New York, New York  10022

With copies to

     Howard H. Jiang, Goodman Phillips & Vineberg
     430 Park Avenue, 10th Floor
     New York, New York  10022

or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered, mailed or telegraphed.

     Section 9.04 - Attorney's Fees. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse the
nonbreaching party or parties for all costs, including reasonable attorney's
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.

     Section 9.05 - Confidentiality. Each party hereto agrees with the other
party that, unless and until the transactions contemplated by this Agreement
have been consummated, it and each of its representatives will hold in strict
confidence all data and information obtained with respect to the other party or
any subsidiary thereof from any representative, officer, director or employee,
or from any books or records or from personal inspection, and shall not use or
disclosure data or information or disclose the same to others, except (i) to the
extent such data or information is published, is a matter of public knowledge,
or is required by law to be published; and (ii) to the extent that such
disclosure data or information must be used or disclosed in order to consummate
the transactions contemplated by this Agreement. In the event of the termination
of this Agreement, each party shall return to the other party all documents and
other materials obtained by it or on its behalf and shall destroy all copies,
digests, workpapers, abstracts or other materials relating thereto, and each
party will continue to comply with the confidentiality provisions set forth
herein.

     Section 9.06 - Schedules; Knowledge. Each party is presumed to have full
knowledge of all information set forth in the other party's schedules delivered
pursuant to this Agreement.




     Section 9.07 - Entire Agreement. This Agreement represents the entire
agreement between the parties relating to the subject matter thereof.

     Section 9.08 - Survival; Termination. The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a period of three
months. All rights and obligations under this entire Agreement shall be binding
upon and inure to the benefit of the heirs, executors, administrators and
assigns of the parties.

     Section 9.09 - Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument. For purposes of this Agreement,
facsimile signatures may be deemed originals.

     Section 9.10 - Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently herewith, and no waiver
by any party of the performance of any obligation by the other shall be
construed as a waiver of the same of any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance may be extended by a writing
signed by the party or parties for whose benefit the provision is intended.

              [The remainder of this page intentionally left blank]





     IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be extended by their respective officers, hereunto duly authorized, as of the
date first-above written.

                                                 PREMIER BRANDS, INC.



ATTEST:                                          By: /s/ S. David Cooperberg
                                                     -----------------------
                                                 Name:  S. David Cooperberg
                                                 Title: President
/s/ Bruce Pritchett
- ------------------------
Bruce Pritchett, Counsel


THE SHAREHOLDERS



/s/ Peter Lau
- ------------------------
Name: Peter Lau
As the "Designee" for and on behalf of
all Shareholders by and
through Power of Attorney





State of New York
County of New York

     SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, for the above
stated purposes by S. David Cooperberg, the President of Premier Brands, Inc.,
to certify which witness my hand and seal of office on this the 15th day of
June, 2000.


                      /s/ Notary
                      --------------------------------
                      Notary Public in and for the
                      State of New York

State of New York
County of New York

     SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, for the above
stated purposes by Peter Lau, who after being duly sworn did state under oath
that he was the duly authorized representative of the Shareholders and that he
had executed the foregoing document with their consent and authority, and under
power of attorney, on this the 14th day of June, 2000.


                      /s/ Notary
                      ---------------------------------
                      Notary Public in and for the
                      State of New York

EX-2

                            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 Ransom
                                      ------------------------------------------
                                  Name:  Brian Ransom
                                  Title: Director

                                  SNet Communications (HK), Limited


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

                                  Ting Kan Nok
                                      /s/ Ting Kan Nok
                                      ------------------------------------------



                                  PURCHASER

                                  CathayBancorp.com, Limited


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

                                  GUARANTOR

                                  Premier Brands, Inc.


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

EX-3

                 Sino-Foreign Cooperative Joint Venture Contract

                              Chapter One - General


In accordance with PRC Cooperative Joint Venture Law and other relevant
legislation, Capital Cultural Company, Cathay Entertainment (HK) Limited, and
SNet Communications (HK) Limited, based on the principles of equality and mutual
benefit, through friendly discussions, agree to jointly invest and establish in
Beijing a cooperative joint venture and thereby enter into this contract (the
"Contract").

                            Chapter Two - The Parties

Article 1 The Parties to the Contact are as follows:

Cathay Entertainment (HK) Limited ("Party A")
Jurisdiction of incorporation: Hong Kong Special Administrative Region
     ("Hong Kong")
Legal Address:
Legal Representative:
       Name:                          Position:                     Nationality:

SNet Communications (HK) Limited ("Party B")
Jurisdiction of incorporation:  Hong Kong
Legal Address:
Legal Representative:
       Name:                          Position:                     Nationality:

Capital Cultural Company ("Party C")
Jurisdiction of incorporation:  the PRC
Legal Address: Room 505, Sunjoy Mansion, No. 6 Ritan Road, Chaoyang District,
               Beijing, the PRC, Postal Code 100020
Legal Representative:
       Name: Yu Long       Position: General Manager      Nationality: Chinese

         Chapter Three - Establishment of the Cooperative Joint Venture

Article 2   In accordance with the PRC Cooperative Joint Venture Law and other
            relevant legislation, the Parties agree to establish a cooperative
            joint venture ("CJV") within the territory of the PRC.

Article 3   The name of the CJV will be Capital Entertainment Limited in English
            and __________________ in Chinese, with its legal address at Room
            503, Sunjoy Mansion, No. 6 Ritan Road, Chaoyang District, Beijing,
            the PRC, Postal Code 100020.




Article 4   The CJV will be established as a Chinese legal person upon being
            approved by relevant PRC authorities. All activities of the CJV
            shall comply with laws and regulations of the PRC. The CJV's lawful
            rights and interests will be protected by the laws of the PRC.

Article 5   The CJV will be organized as a limited liability company.

                          Chapter Four - Business Scope

Article 6   The CJV's business scope will be designing and developing computer
            software and network software; providing technological development
            and technical support services for internet and e-commerce systems;
            setting up and managing websites; and providing technical
            consultancy and information services.

             Chapter Five - Total Investment and Registered Capital

Article 7   The CJV's total investment and registered capital will be
            US$25,000,000 and US$10,000,000 respectively. The difference between
            the CJV's total investment and registered capital, i.e.,
            US$15,000,000, will be financed by loans from third parties or
            Parties A and B, where the CJV is in need of such financing.

Article 8   The Parties will provide the following cooperation conditions and
            contributions to the CJV; Parties A and B will jointly contribute
            US$10,000,000 in the form of cash and necessary
            technology/equipment; Party C will contribute websites of "estage"
            and "Talkshow" that it owns as well as related goodwill, know-how
            and services.

Article 9   Parties A and B shall make their registered capital contribution in
            installments. The first installment of US$2,000,000 shall be
            contributed within 30 days after the CJV's business license is
            issued, of which the preparation expenses of US$250,000 shall be
            contributed within 10 working days after the Contract is signed by
            the parties. The second installment of US$3,000,000 shall be
            contributed within 90 days after the CJV's business license is
            issued. The third installment of US$5,000,000 shall be contributed
            before January 31, 2001. Party C shall complete all transfer
            procedures to effect its contribution within 180 days after the
            CJV's business license is issued.

Article 10  Within 30 days after the Parties have made their respective
            contributions, the contributions will be verified by accountants
            registered in China, which will issue registered capital
            verification reports. The CJV will issue to the Parties capital
            contribution certificates based on the registered capital
            verification reports.

                                       2



Article 11  No party shall transfer part or all of its rights and obligations
            under the Contract unless such transfer is consented by the other
            parties, approved by the board and approved by the original
            examination and approval authorities.

Article 12  Where one party intends to transfer part or all of its rights under
            the Contract, the other parties shall have rights of first refusal.

                       Chapter Six - Parties' Obligations

Article 13  In addition to their obligations set out in other provisions hereof,
            Parties A and B shall be responsible for:

               (1)  investing in the CJV in the form of cash and necessary
                    technology and equipment;

               (2)  providing technical support to CJV;

               (3)  together with Party C, jointly managing the affairs of the
                    CJV and formulating the CJV's business plans.

Article 14  In addition to its obligations set out in other provisions hereof,
            Party C shall be responsible for:

               (1)  examining the contents of the entertainment websites to
                    ensure that such contents will not be detrimental to the
                    interest of the PRC and not be in violation of relevant
                    laws, regulations and policies of the PRC;

               (2)  managing the affairs of the CJV, including hiring
                    experienced management personnel;

               (3)  registering the entertainment websites;

               (4)  supporting and promoting the entertainment websites as well
                    as the related advertisements; and

               (5)  providing contents to the entertainment websites.

                       Chapter Seven - Profit Distribution

Article 15  The after tax profits of the CJV, after deducting contributions to
            statutory funds, shall be distributed in accordance with the
            following ratios: 50% to Party A, 10% to Party B and 40% to Party C.

Article 16  The Parties agree that after the initial public offering of the
            CJV's shares outside China, the CJV will set up a management stock
            option program to, among other things, grant options to the
            management personnel of the CJV to acquire 10% of the CJV's issued
            and outstanding shares. The specific distribution plans for such
            options (including the exercising price for such options) will be
            decided by the board of directors.

                                       3



Article 17  After performing statutory and contractual obligations, the foreign
            parties to the CJV may legally remit outside of China their portions
            of dividend received from the CJV and assets distributed upon the
            liquidation of the CJV. The foreign employees in the CJV can also
            legally remit outside of China their wages and salaries after paying
            applicable income tax in China.

                     Chapter Eight - The Board of Directors

Article 18  The CJV shall set up a board of directors (the "Board"), which will
            be formally established upon the formal establishment of the CJV.

Article 19  The Board shall consist of 5 directors, of which each of Parties A
            and C will appoint 2 directors and they jointly appoint the 5th
            independent director. A Chairman and Executive Director will be
            appointed among the directors. The term for the directors, the
            Chairman and Executive Director shall be 3 years.

Article 20  The Chairman of the CJV shall be appointed by Party A and the first
            Executive Director be appointed by Party C.

Article 21  The Board is the highest power of authorities for the CJV and decide
            all important matters of the CJV.

Article 22  The following matters shall be decided by resolutions approved
            unanimously by all directors present at a board meeting.

               (1)  amendments to the CJV's articles of association;

               (2)  increasing or reducing the CJV's registered capital;

               (3)  liquidating the CJV;

               (4)  creating charges on the assets of the CJV;

               (5)  merger, separation and otherwise changing the organizational
                    form of the CJV.

                Other matters relating to CJV shall be decided by a simple
                majority that includes a director appointed by each of Parties A
                and C.

Article 23  The Chairman is the legal representative of the CJV. Should the
            Chairman not be able to perform its duties, it can designate the
            Executive Director or other directors to perform his duties on his
            behalf.

Article 24  The Board shall hold at least one meeting every year, which shall be
            called for and presided over by the Chairman. Upon request by one
            third of the directors (including at least one director appointed by
            each of Parties A and C), the Chairman shall convene interim
            meetings of the Board. The minutes of the Board shall be filed after
            being signed by all the directors or proxy holders attending the
            Board meeting.
                                       4




Article 25  The quorum of the Board meetings shall be two thirds of directors.
            Should any directors be unable to attend a meeting of the Board for
            any reasons, he shall appoint other directors or persons to act as
            his proxy holder to attend the meeting and to vote on his behalf.

Article 26  The meetings of the Board shall be generally held at the legal
            address of the CJV.

Article 27  A director who causes economic losses to the CJV as a result of
            abusing his position or being negligent of his duties shall be
            responsible for such economic losses and bear relevant legal
            liabilities.

                            Chapter Nine - Management

Article 28  The Board shall set up at its legal address a management body in
            charge of day-to-day operation and management of the JV, which shall
            consist of the chief executive offer, an assistant chief executive
            officer and other senior management personnel (collectively, the
            "Officers"). The specific composition and appointment of other
            senior management personnel shall be decided by the Board based on a
            report of the chief executive officer. The chief executive officer
            shall report and answer to the Board.

Article 29  The CJV will formulate its own management and operation rules and
            regulations.

Article 30  The chief financial officer of the CJV shall be appointed by the
            Board based on the recommendation of Party A.

Article 31  The duties of the chief executive officer shall include implementing
            resolution of the Board and organizing and directing the ordinary
            operation and management of the CJV. The right and duties of the
            chief executive officer shall be stipulated in the CJV's articles of
            association or prescribed by the Board and those of the assistant
            chief executive officer and the chief financial officer be
            determined by the chief executive officer and the Board.

Article 32  The chief financial officer shall be responsible for the accounting
            and financial matters of the CJV. The financial controller shall
            assist the chief executive officer in handling the financial needs
            of the CJV. The financial controller shall report and answer to the
            Board. Any major transfer and use of the CJV's funds shall be
            reported to and be decided by the Board.

Article 33  The Board may at any time dismiss or replace any Officer and any
            other management personnel who has abused his power for personal
            gains,

                                       5



            embezzled corporate funds, neglected his duties, or failed to carry
            out his assignments, or for any other just cause.

                 Chapter Ten - Taxation, Financing and Auditing


Article 34  The CJV shall pay taxes in accordance with relevant laws and
            regulations of the PRC.

Article 35  The employees of the CJV shall pay personal income taxes in
            accordance with PRC Personal Income Tax Law.

Article 36  The CJV shall make allowance from its after-tax profits for reserve
            fund, enterprise expansion fund and employee welfare and bonus fund.
            The specific percentage for such allowance will be determined by the
            Board each year base on the CJV's operational situations.

Article 37  The CJV will set up at its legal address an accounting body staffed
            with accounting personnel, maintain accounting records and books,
            and formulate the CJV's accounting systems.

Article 38  At the end of each financial year, the CJV may hire chartered
            accountants registered in the PRC and internationally to audit the
            accounts and books of the CJV in accordance with the generally
            accepted accounting principles in the PRC and internationally.

          Chapter Eleven - Amendment to and Termination of the Contract

Article 39  Any amendments to the Contract only becomes effective when they are
            made in writing, signed by the Parties and approved by the approval
            authorities.

Article 40  With the approval of the approval authorities, the Contract can be
            prematurely terminated and the CJV liquidated where the Contract can
            not be performed due to force majeure or the CJV can not continue
            its operation due to heavy operational losses.

Article 41  In case that the occurrence of force majeure directly affects the
            performance of the Contract in accordance with its terms, the
            affected party shall within a reasonable period notify the other
            parties of the occurrence of such force majeure, details of such
            force majeure and submit documentary proof that the Contract can not
            be performed or the performance has to be postponed. Such
            documentary proof shall be issued by the notary authorities of the
            locality where the force majeure occurs. Depending on the
            seriousness of the effect of force majeure, the Parties

                                       6



            may decide, after consultation, whether to terminate the Contract,
            partially waiver the performance or postpone the performance of the
            Contract.

Article 42  Should the CJV be unable to continue its operation or unable to
            achieve its operational goal due to one party's failure to perform
            its obligations or serious breach of the Contract, the
            non-defaulting parties may, in addition to their rights to claim
            damages for such default, apply to the original examination and
            approval authorities for early termination of the Contract.

                     Chapter Twelve - Liabilities for Breach

Article 43  A party that fails to perform its obligations in accordance with
            Articles 8 and 9 under Chapter Five shall be responsible for breach
            of contract. Such defaulting party shall be liable to pay, in
            addition to any penalty that may be imposed by the relevant
            government authorities, liquidated damages to the other parties at
            the rate of 1% of its contribution payable or its equivalent value
            per month calculated from the first month of the default.

Article 44  A party whose default causes the Contract not being performed or not
            being fully performed shall be responsible for such default. Should
            the default be jointly committed by all the parties, depending on
            the circumstances, the parties shall be jointly liable for such
            default.

                       Chapter Thirteen - Cooperative Term

Article 45  The operational term of the CJV is thirty years, commencing from the
            date when the CJV's business license is issued. If proposed by a
            party and approved unanimously by the Board, the Board may apply to
            the approval authorities for the extension of the operational term
            180 days prior to the expiry of the operational term.

Chapter Fourteen - Disposal of the CJV's Assets upon Termination of the Contract

Article 46  The assets of the CJV shall be liquidated and claims and liabilities
            be settled in accordance with the relevant statutory procedures
            should the operational term expire or the Contract is early
            terminated.

Article 47  The liquidation committee set up in accordance with relevant laws
            and regulations shall make its best efforts to obtain the highest
            value possible for the CJV in disposing its assets, including
            conducting an auction sale.

Article 48  After the CJV's debts and liabilities have been paid and settled,
            each of Party A, B and C is entitled to 50%, 10% and 40%
            respectively of the proceeds of the liquidation.

                                       7



                         Chapter Fifteen - Governing Law

Article 49  The Contract shall be governed and protected by the laws of the PRC.

                      Chapter Sixteen - Dispute Settlement

Article 50  Should any dispute arise from the performance of the Contract, the
            Parties shall make efforts to resolve such dispute by means of
            consultation or mediation. Should such consultation or mediation not
            result in any agreement within 60 days after the occurrence of the
            dispute, any party may submit such dispute to China International
            Economic and Trade Arbitration Commission (Beijing Branch) for
            arbitration. The arbitration award shall be final and binding on the
            Parties. The Parties shall enforce the arbitration award. The losing
            party shall pay the arbitration expense.

Article 51  During the arbitration, except for those provisions that are the
            subject of the arbitration, the Parties shall perform other
            provisions of the Contract.

                          Chapter Seventeen - Language

Article 52  The Contract is made in both English and Chinese. Both language
            versions shall have the same effect. In case of conflict between the
            two versions, however, the Chinese version shall prevail.

  Chapter Eighteen - Effectiveness of the Contract and Miscellaneous Provisions

Article 53  The Contract shall be submitted to the approval authorities for
            approval and shall be effective upon such approval.

Article 54  Where a party sends notices to others by fax or e-mail, such fax or
            e-mail notice shall be confirmed by post where the notice is in
            relation to the parties' rights and obligations. The legal addresses
            for the parties listed herein are the mailing address of each party
            for receiving such notices.

Article 55  Matters not covered by the Contract shall be dealt with by
            supplemental contracts entered into by the parties. Such
            supplemental contracts shall form an integral part of the Contract
            and shall have the same legal effect as the Contract.

                                       8



The Contract is signed by the authorized representative of the Parties on the
28th of June 2000.


Party A:                                        Party B:

/s/ Bruce Ransom                                /s/ Peter Chin
Cathay Entertainment (HK) Limited               SNet Communications (HK) Limited
Authorized Representative                       Authorized Representative


Party C:

/s/ signature illegible                         Witnessed by:
Capital Cultural Company
Authorized Representative

                                       9