10:53     TOMORROW INT'L<00760>&SWANK INT'L MFG<00663>-J.Ann&Resume-11        

    date of exercise of such put option attributable to such shares           
    and such purchaser will assume all the liabilities due from Swank         
    to any member of the Profitown Group incurred prior to the date           
    of the Shareholders Agreement at nil consideration; and                   
                                                                              
    (3) if the net tangible asset value of Profitown as determined            
    on the same basis and accounting policies and principles adopted          
    by Profitown in its latest audited accounts shall fall below              
    zero during the 30-month period from the Completion Date, Probest         
    will indemnify Profitown on demand for the deficit in the event           
    that such deficit exceeds the outstanding principal amount of             
    the Promissory Note and the interest accrued.                             
                                                                              
    The Put Option and indemnity referred to in paragraphs (2) and            
    (3) above will cease and Probest shall have no further obligation         
    in respect thereof if:                                                    
                                                                              
    (a)     the aggregate shareholding of the Offeror in Swank falls below    
    51%;                                                                      
    (b)     there is any change to the majority of the board of directors     
    of the Offeror since the date of and as disclosed in the Sale             
    and Purchase Agreement; or                                                
    (c)     Mr. Wang ceases to be the legal and beneficial owner of at        
    least 75% of and in the Offeror.                                          
                                                                              
    Subject as aforesaid, there is no pre-condition under the                 
    Shareholders Agreement for the exercise of the Put Option by              
    Swank. The Put Option and the exercise price thereof were                 
    negotiated between Probest and Swank on an arms-length basis              
    as part of the terms of the Shareholders Agreement. The directors         
    of Swank have not, as at the date of this announcement, decided           
    under what circumstances the Put Option will be exercised.                
                                                                              
    Information on the Profitown Group                                        
                                                                              
    The Profitown Group is principally engaged in the design,                 
    manufacture and marketing of frames, sunglasses and lenses.               
    Profitown is owned as to 70% by Swank and 30% by Probest and              
    is one of the principal subsidiaries of Swank. An accountants'            
    report on the financial information of the Profitown Group for            
    the two financial years ended 31 December 2004 will be included           
    in the circular to be sent to the shareholders of Swank in respect        
    of the Offer, the Shareholders Agreement, the Loan Restructuring          
    Agreement and the Agency Agreement.                                       
                                                                              
    TIHL Deed                                                                 
                                                                              
    On Completion, Probest and TIHL will execute the TIHL Deed in             
    favour of the Offeror. Under the terms of the TIHL Deed, in the           
    event (i) the listing of the Shares on the Stock Exchange shall           
    be withdrawn during the 30-month period after the date hereof             
    (the "Relevant Period") or (ii) trading in the Shares on the              
    Stock Exchange is suspended during the Relevant Period and the            
    listing of the Shares on the Stock Exchange is subsequently               
    withdrawn; or (iii) Swank is placed under the delisting procedure         
    by the Stock Exchange during the Relevant Period and the listing          
    of the Shares on the Stock Exchange is withdrawn during or after          
    the Relevant Period, in each case, as a result of any event or            
    a series of events relating to or any condition or any change             
    in any condition of (including any change which resulted in               
    Swank's failure to comply with Rule 13.24 of the Listing Rules)           
    or an act, deed or omission by any member of the Profitown Group,         
    Probest shall indemnify the Offeror by paying the Offeror an              
    amount of HK$56,247,530 upon demand after Swank ceases to be              
    listed on the Stock Exchange as a result of the matters aforesaid.        
    TIHL shall be the guarantor of Probest's obligations under the            
    TIHL Deed. The TIHL Deed does not require the Offeror to return           
    its interest in Swank to TIHL.