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                                                                   EXHIBIT 10.55

THIS AGREEMENT is made the 29th day of January 97.


BETWEEN: -

(1)      TARRANT COMPANY LIMITED ("TCL")

(2)      CHEUNG SHING HONG HOLDING LTD ("CSHHL")

(3)      YIP SIK KIN and LAM KIN FONG ("Mr. & Mrs. Yip")


WHEREAS: -

(1)      By a Preliminary Agreement dated 14th March 1995 as supplemented by a
         Supplementary  Agreement dated 17th March 1995 and a Supplementary
         Agreement dated 20th January, 1996 (hereinafter called the "S/P
         Agreement"), Mr. & Mrs. Yip agreed to purchase from TCL 50% of the
         issued shares in Litex Limited (the "Company") for the consideration
         of US$2,000,000.00 ("Share Consideration") and subject to and on the
         terms and conditions therein contained.

(2)      Pursuant to the S/P Agreement, Mr. & Mrs. Yip have made part payment
         of the Share Consideration and have procured Champion Pacific Limited
         ("CPL") to supply TCL with certain quantities of garments.

(3)      As at the date hereof, the amount of Share Consideration remaining
         unpaid by Mr. & Mrs. Yip is HK $6,500,575.05, a break-down of which is
         as follows: -
<TABLE>
         <S>                                                                    <C>

         Share Consideration (US$2,000,000.00 at the rate
                                of US $1 to US $7.75)                           15,500,000.00

         Amount Paid on 22/3/95                                                  4,220,000.00

         Less:  Deduction from Garments supplied by CPL                          4,779,424.95
                                                                                -------------
                                                                                $6,500,575.05 
                                                                                =============

</TABLE>

(4)      Disputes have arisen between the parties as to whether TCL has placed
         sufficient orders for garments with CPL to allow deductions to be made
         from garment purchases, with which to pay the Share Consideration.

(5)      After negotiations, both parties have agreed to resolve their disputes
         amicably on the following terms and conditions.





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<PAGE>   2


NOW IT IS HEREBY AGREED as follows :

1.       The parties hereto shall complete the sale and purchase of the 50% of
         the issued shares in the Company owned by TCL ("Litex Shares") in the
         following manner: -

         1.1   Two (2) copies of this Agreement shall be first signed by 
               Mr. and Mrs. Yip and CSHHL and sent to Deacons Graham & James
               ("DGJ").

         1.2   Within two (2) business days from receipt of the Agreement by
               DGJ, TCL shall return or procure the following to Gallant Y. T.
               & Ho ("GYTHO"):

               (a )  a copy of this Agreement duly executed by TCL;

               (b)   the necessary instruments of transfer and contract notes
                     duly executed by TCL to transfer the Litex Shares to CSHHL;

               (c)   the necessary instruments of transfer and contract notes
                     relating to 5,000 shares in CPL held by Ms. Tam Yuet Ngan
                     ("Ms.  Tam") duly executed by Ms. Tam to transfer the said
                     shares in CPL to Ms. Wong Yuen Kwan;

               (d)   the appointment of new directors of the Company as
                     assigned by Mr. and Mrs. Yip duly signed by TCL;

               (e)   the appointment of Messrs. Peter Y.C. Lau & Co. as the
                     Company's accountants duly signed by TCL;

               (f)   the share certificates of the Litex Shares;

               (g)   the bank drafts referred to in Clause 3 below; and

               (h)   confirmation for audit purposes as at the date of
                     completion as follows:

                     (i)    no payment is due to CPL by Ms. Tam and vise versa;

                     (ii)   no payment is due to the Company by TCL and vice
                            versa;

                     (iii)  no payment is due to CPL by TCL and vice versa;
                     
                     (iv)   no payment is due to CSHHL by TCL and vice versa;
                     
                     (v)    no payment is due to Multi-Delight Industrial
                            Limited ("MIL") by TCL and vice versa;
                     
                     (vi)   no payment is due to Ms. Lam Kin Fong by TCL and
                            vice versa; and 



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                     (vii)  no payment is due to Mr. Yip Sik Kin by TCL and
                            vice versa.

         1.3   Upon confirmation by GYTHO of safe receipt of the documents
               referred to in Clause 1.2 above, Mr. and Mrs. Yip shall send
               within two days a bank draft in the sum of HK$3,250,287.50 (the
               "P/P Bank Draft") to DGJ.  Upon confirmation of receipt of the
               P/P bank Draft to GYTHO by DGJ, GYTHO may release the bank drafts
               referred to in Clause 3 below to Mr. and Mrs Yip and all the
               executed instruments of transfer and contact notes and other
               corporate documents relating to this transaction shall be
               forwarded to the accountants of the Company, Messrs. Peter Y. C.
               Lau & Co., to handle the stamping and subsequent corporate
               secretarial work.

2.       Upon completion of the sale and purchase of the Litex Shares pursuant
         to Clause 1 above and the settlement of outstanding accounts between
         TCL and the companies associated with Mr. and Mrs. Yip pursuant to
         Clause 3 below, each the parties hereto shall be deemed to have
         completely performed their respective obligations under the S/P
         Agreement and in particular:

         (a)   the Share Consideration shall be deemed to have been fully paid
               and satisfied by Mr. and Mrs. Yip.

         (b)   TCL has no obligation to place further orders with CPL and CPL
               has no obligation to accept further orders from TCL.

3.       In order to settle all outstanding trading matters between TCL and the
         companies associated with Mr. and Mrs. Yip, TCL shall also provide the
         following to Mr. and Mrs. Yip upon completion of the sale and purchase
         of the Litex Shares pursuant to Clause 1 above:

         (a)   TCL shall pay to CPL HK$280,929.85 by bank draft in settlement
               of outstanding debts due by TCL to CPL for garments, accessories
               and fabric supplied by CPL to TCL between February, 1995 and
               November, 1996;

         (b)   TCL shall pay to MIL HK$8,486.83 by bank draft in settlement of
               outstanding debts due by TCL to MIL for fabric supplied by MIL
               to CPL in February, 1995 and transportation charges; and

         (c)   Wearbest Garment Manufacturing Co. Ltd. ("WGM") shall pay to CPL
               for HK$608,337.18 by bank draft in settlement of outstanding
               debts due by WGM to CPL for garments supplied by CPL to WGM in
               September, 1996.

4.       For the avoidance of doubt, the parties hereto acknowledge that Mr. &
         Mrs. Yip had not been consulted prior to the issue of the prospectus
         by TCL and Mr & Mrs. Yip accept no responsibility should the
         references made to the Company and/or CPL in the prospectus have been
         inaccurate or incorrect.





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<PAGE>   4
5.       The parties hereto acknowledge and agree that, TCL, Ms. Tam, Mr. Yuen
         Tak Yu and Mr. Lau Po Law have no knowledge and have received no
         details of the accounts and tax position of the Company and CPL for
         1994-1997, and accept no liabilities or responsibilities whatsoever in
         relation to the accounts, tax returns and tax payment of the Company
         and CPL for 1994-1997.  TCL shall not and shall procure that Mr. Yuen
         Tak Yu, Mr. Lau Po Law and Ms. Tam shall not take any actions or suits
         or make any claims or demands whatsoever against Mr.  and Mrs. Yip,
         the Company and CPL in respect of accounting and tax matters of the
         Company and CPL for 1994-1997.  Mr. and Mrs. Yip agree and shall
         procure the Company and CPL to agree to indemnify TCL, Mr. Yuen Tak
         Yu, Mr. Lau Po Law and Ms. Tam for and against any loss, damages and
         costs arising from any actions, suits, claim or demands whatsoever
         raised by any third parties in respect of accounting and tax matters
         of the Company and CPL for 1994-1997 save and except where such
         actions, suits, claims or demands arose as a result of any actions
         taken or documents signed by TCL, Mr. Yuen Tak Yu, Mr. Lau Po Law
         and/or Ms. Tam during their tenure as shareholders and/or directors of
         the Company and CPL without the consent of Mr. and Ms. Yip in respect
         of which the person(s) taking such actions or signing such documents
         shall assume personal responsibility therefor.

6.       Each party shall pay their own costs for and incidental to the
         preparation of this Agreement and the transfer of the Litex Shares by
         TCL to CSHHL.  Stamp duty payable on the transfer of the Litex Shares
         shall be paid by CSHHL.

7.       This Agreement shall supersede all and any previous proposals,
         representations, warranties, agreements or arrangements between the
         parties hereto or any of them relating to the subject matter of this
         Agreement and no variation or modification of this Agreement shall be
         effective unless made in writing and signed by each of the parties.

8.       This Agreement shall be governed by and construed in accordance with
         the laws of Hong Kong.





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<TABLE>
<S>                                        <C>                                       <C>
TARRANT COMPANY LTD.                       CHEUNG SHING HONG                         YIP SIK KIN &
                                           HOLDING LTD.                              LAM KIN FONG


/s/    Yuen Tak Yu                         /s/    Yip Sik Kin                        /s/   Yip Sik Kin         
-----------------------------------        ----------------------------------        --------------------------
Name: Yuen Tak Yu                          Name: Yip Sik Kin                                Yip Sik Kin
                                           For and on behalf of CHEUNG
                                           SHING HONG HOLDING LTD.                   /s/   Lam Kin Fong     
                                                                                     -----------------------
                                                                                            Lam Kin Fong


Witness:                                   Witness:                                  Witness:


/s/    Lau Po Law                          /s/    Yip Laz Z.                         /s/    Lam Yuk Fun      
-----------------------------------        ------------------------------------      ------------------------
Name: Lau Po Law                           Name: Yip Laz Z.                          Name: Lam Yuk Fun
</TABLE>





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