10:52     TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-10        

    of TIHL as a whole.                                                       
                                                                              
    Guarantee                                                                 
                                                                              
    Under the Guarantee, Swank will undertake to Probest that if              
    and whenever Profitown defaults for any reason in payment of              
    the principal sum due under the Promissory Note, Swank will upon          
    demand by Probest unconditionally pay and satisfy all interest            
    which Profitown is liable to pay under the Promissory Note on             
    and after such default. The obligations of Swank under the                
    Guarantee are unsecured and not guaranteed by the Offeror or              
    any of its concert parties or any other person. The Guarantee             
    will cease to be effective if the Put Option referred to in the           
    section headed "Shareholders Agreement" below is exercised and            
    the transaction contemplated under the Put Option is completed.           
                                                                              
    3.      OTHER AGREEMENTS                                                  
                                                                              
    Shareholders Agreement                                                    
                                                                              
    The Shareholders Agreement constitutes a special deal under Rule          
    25 of the Takeovers Code and requires consent from the Executive.         
    Both before and immediately after Completion, Profitown will              
    be held as to 30% by Probest and as to 70% by Swank and the               
    shareholding chart is set out below. On Completion, Swank,                
    Probest, TIHL and Profitown will enter into the Shareholders              
    Agreement to regulate the management of the Profitown Group.              
                                                                              
    (the details of the Pre-Completion & Post-Completion, please refer to the 
    press announcement today.)                                                
                                                                              
    The principal terms of the Shareholders Agreement are as follows:         
                                                                              
    (1)     Within the period of 30 months from Completion, unanimous         
    approval by the board of directors, which directors shall be              
    nominated by Probest and Swank respectively (Swank shall be               
    entitled to appoint four directors of Profitown and Probest shall         
    be entitled to appoint two directors of Profitown, with a maximum         
    of six directors holding office at any time. The chairman of              
    the board shall be a director appointed by Probest but shall              
    not have a casting vote in the event of an equality of votes.),           
    of Profitown is required on material issues regarding Profitown,          
    an investment holding company which holds the major operating             
    subsidiaries of Swank, such as :                                          
                                                                              
    (a)     approval of accounts;                                             
                                                                              
    (b)     reduction or alteration of share capital;                         
                                                                              
    (c)     issue of shares or debentures;                                    
                                                                              
    (d)     provision of any guarantee or indemnity other than for the        
    benefit of the Profitown Group;                                           
                                                                              
    (2)     Swank will have the right to require Probest or an independent    
    third party procured by Probest to purchase (the "Put Option")            
    all (but not part only) of its shares, being approximately 70%            
    of all issued shares of Profitown, in Profitown exercisable at            
    any time before the expiry of 30 months from the Completion Date          
    at a price equal to the net tangible asset value of Profitown             
    as at the