EXHIBIT 10.16.11


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                            DATED 31ST DECEMBER 2004

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                           TARRANT COMPANY LIMITED (1)
                                       AND
                               MARBLE LIMITED (2)
                                       AND
                         TRADE LINK HOLDINGS LIMITED (3)
                                 (AS BORROWERS)

                                       AND

                UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (4)
                                   (AS AGENT)

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                             TENTH DEED OF VARIATION
                                       TO
                      SYNDICATED LETTER OF CREDIT FACILITY

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                              BARLOW LYDE & GILBERT
                   SUITE 1901, 19TH FLOOR, CHEUNG KONG CENTER
                             2 QUEEN'S ROAD CENTRAL
                                    HONG KONG

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<PAGE>


THIS DEED is made the 31st day of December, 2004


BETWEEN:

(1)      TARRANT  COMPANY  LIMITED a  company  incorporated  in Hong Kong  under
         company number 163310 with its registered office at 13th Floor,  Lladro
         Centre, 72-80 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong ("TARRANT");

(2)      MARBLE LIMITED a company incorporated in Hong Kong under company number
         399753 with its registered office at 13th Floor,  Lladro Centre,  72-80
         Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong ("MARBLE");

(3)      TRADE LINK HOLDINGS  LIMITED a company  incorporated in Hong Kong under
         company number 592076 with its registered office at 13th Floor,  Lladro
         Centre,  72-80 Hoi Yuen Road,  Kwun Tong,  Kowloon,  Hong Kong  ("TRADE
         LINK"); and

(4)      UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (the "AGENT").


WHEREAS:

(A)      Under the terms of a  syndicated  letter of credit  facility  agreement
         (the "FACILITY  AGREEMENT"  which  expression shall include the same as
         from time to time amended,  supplemented  or modified)  entered into on
         13th June 2002 by and between the  Borrowers  and the Finance  Parties,
         the Agent (in its capacity as the Issuer)  agreed,  inter alia, to make
         available  to the  Borrowers  a  facility  for the issue of  letters of
         credit, upon the terms and subject to the conditions set out therein.

(B)      Under various Deeds of Variation to the Facility Agreement entered into
         on 26th February,  2003,  19th May, 2003,  2nd June,  2003,  18th June,
         2003, 23rd December,  2003, 17th March, 2004, 5th May, 2004, 17th June,
         2004 and 29th October,  2004 by and between the Borrowers and the Agent
         (the "PRIOR DEEDS OF  VARIATION"),  the parties  thereto agreed to vary
         the terms of the  Facility  Agreement  as set out in the Prior Deeds of
         Variation.

(C)      In consideration,  inter alia, of the Agent agreeing, at the request of
         the Borrowers,  to advance a two year term loan of  US$5,000,000 to the
         Borrowers, the parties have agreed to reduce the amount of the Facility
         by US$5,000,000,  to amend the due dates for Import Loans and Documents
         against  Acceptance  financed  by the  Issuer,  to amend the  financial
         reporting  requirements  of the  Borrowers,  and to make certain  other
         amendments as hereinafter set out.

(D)      The parties hereto have therefore agreed,  pursuant to Clause 23 of the
         Facility Agreement,  to vary the terms of the Facility Agreement as set
         out in this Deed of Variation.


                                       1
<PAGE>


NOW THIS DEED HEREBY WITNESSETH as follows:-

1.       DEFINITIONS AND INTERPRETATION

         Words and phrases  which are not defined or  construed  in this Deed of
         Variation but which are defined or construed in the Facility Agreement,
         the Companies Ordinance or the Bankruptcy  Ordinance shall be construed
         as having the  meanings  ascribed to them  therein.  To the extent that
         there is any inconsistency  between the terms of this Deed of Variation
         and the Facility  Agreement,  the terms of this Deed of Variation shall
         prevail.  References  to clause  numbers  are to those  clauses  in the
         Facility Agreement, unless indicated otherwise.

2.       VARIATION

2.1      The parties  hereto hereby agree that the Facility  Agreement  shall be
         varied in the following manner:-

         2.1.1    By  the  deletion  in  its  entirety  from  Clause  1.1 of the
                  Facility Agreement of the definition of the term "MACHRIMA".

         2.1.2    By the insertion of the following  definition in Clause 1.1 of
                  the Facility Agreement:

                  "TARRANT LUXEMBOURG'       TARRANT  LUXEMBOURG  SARL (FORMERLY
                                             KNOWN   AS   MACHRIMA    LUXEMBOURG
                                             INTERNATIONAL  S.A.R.L.), A COMPANY
                                             EXISTING    UNDER   THE   LAWS   OF
                                             LUXEMBOURG   WITH  ITS   REGISTERED
                                             OFFICE   AT  7,   PARC   D'ACTIVITE
                                             SYRDALL, L-5365 MUNSBACH;"

         2.1.3    By the insertion of the following  definition in Clause 1.1 of
                  the Facility Agreement:

                  "`TERM LOAN AGREEMENT'     THE LOAN AGREEMENT  ENTERED INTO ON
                                             30TH  DECEMBER  2004 BY AND BETWEEN
                                             UPS CAPITAL  GLOBAL  TRADE  FINANCE
                                             CORPORATION   AND  THE   BORROWERS,
                                             PURSUANT   TO  WHICH  UPS   CAPITAL
                                             GLOBAL  TRADE  FINANCE  CORPORATION
                                             AGREED,  INTER ALIA,  TO ADVANCE TO
                                             THE  BORROWERS A LOAN IN THE SUM OF
                                             US$5,000,000,  UPON THE  TERMS  AND
                                             SUBJECT TO THE  CONDITIONS  SET OUT
                                             THEREIN;"

         2.1.4    By the deletion of the word  "MACHRIMA"  and the  substitution
                  therefor  of the  words  "TARRANT  LUXEMBOURG"  in each of the
                  following clauses:-

                  2.1.4.1  in the definition of "PARENT GUARANTEE" in Clause 1.1
                           of the Facility Agreement;

                  2.1.4.2  in the  definition  of "PARENTS" in Clause 1.1 of the
                           Facility Agreement; and


                                       2
<PAGE>


                  2.1.4.3  in Clause 9.1.25 of the Facility Agreement.

         2.1.5    By  the  deletion  in  its  entirety  from  Clause  1.1 of the
                  Facility  Agreement of the definition of the term "GMAC",  and
                  the substitution therefor of the following:

                  "'GMAC'                    GMAC  COMMERCIAL   FINANCE  LLC,  A
                                             LIMITED      LIABILITY      COMPANY
                                             INCORPORATED  UNDER THE LAWS OF NEW
                                             YORK  IN  THE   UNITED   STATES  OF
                                             AMERICA  (AS  SUCCESSOR  BY  MERGER
                                             WITH GMAC COMMERCIAL CREDIT LLC);"

         2.1.6    By  the  deletion  in  its  entirety  from  Clause  1.1 of the
                  Facility  Agreement of the definition of the term  "MANAGEMENT
                  ACCOUNTING  PERIOD",  and  the  substitution  therefor  of the
                  following:

                  "`MANAGEMENT ACCOUNTING    EACH PERIOD OF ONE  CALENDAR  MONTH
                  PERIOD'                    IN ANY YEAR;"

         2.1.7    By  the  deletion  in  its  entirety  from  Clause  1.1 of the
                  Facility  Agreement of the  definition  of the term  "SECURITY
                  DOCUMENTS", and the substitution therefor of the following:

                  "`SECURITY DOCUMENTS'      (i)   THE   SYNDICATED    COMPOSITE
                                             GUARANTEE AND  DEBENTURE  (ii) EACH
                                             OF THE PARENT GUARANTEES; (iii) THE
                                             GUEZ GUARANTEE,  (iv) A CHARGE OVER
                                             SHARES  EXECUTED  ON 26TH  FEBRUARY
                                             2003  BY  TARRANT   LUXEMBOURG   IN
                                             FAVOUR   OF  THE   AGENT   (IN  ITS
                                             CAPACITY   AS   SECURITY    TRUSTEE
                                             THEREUNDER)   IN   RESPECT  OF  ITS
                                             SHARES  IN  TARRANT   AND  (v)  THE
                                             INTERCREDITOR  AGREEMENT,  IN  EACH
                                             CASE AS  AMENDED OR  MODIFIED  FROM
                                             TIME TO TIME;"

         2.1.8    By  the  deletion  in  its  entirety  from  Clause  1.1 of the
                  Facility  Agreement of the definition of the term "TERMINATION
                  DATE", and the substitution therefor of the following:

                  "`TERMINATION DATE'        30TH  JUNE,  2005,  OR ANY  EARLIER
                                             DATE  UPON  WHICH  THE  ISSUER  MAY
                                             (WHETHER   ALONE   OR   ACTING   IN
                                             CONJUNCTION  WITH ANY OTHER BANK OR
                                             FINANCIAL INSTITUTION) ENTER INTO A
                                             CREDIT FACILITY  AGREEMENT WITH THE
                                             BORROWERS IN ORDER TO REFINANCE THE
                                             FACILITY  AND  TO   SUPERSEDE   AND
                                             REPLACE THIS AGREEMENT;"

         2.1.9    By the deletion in its entirety of Sub-Clause  4.2.1(c) of the
                  Facility  Agreement,  and  the  substitution  therefor  of the
                  following:


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<PAGE>


                           "(c)     IF THE US DOLLAR  EQUIVALENT  OF THE MAXIMUM
                                    FACE  AMOUNT  OF  THE  REQUESTED  LETTER  OF
                                    CREDIT  WHEN  AGGREGATED  WITH THE US DOLLAR
                                    EQUIVALENT  OF THE MAXIMUM FACE VALUE OF ALL
                                    LETTERS  OF  CREDIT   THEN  IN  ISSUE  WOULD
                                    EXCEED:

                                    (i)      US$16,000,000  (SIXTEEN  MILLION US
                                             DOLLARS)    ON   OR   BEFORE   27TH
                                             DECEMBER, 2004; OR

                                    (ii)     US$15,000,000  (FIFTEEN  MILLION US
                                             DOLLARS)  AT ANY  TIME ON OR  AFTER
                                             28TH DECEMBER, 2004; AND"

         2.1.10   By the  deletion in its  entirety of  Sub-Clause  4.6.5 of the
                  Facility  Agreement,  and  the  substitution  therefor  of the
                  following:

                  "4.6.5   DUE DATES FOR  IMPORT  LOANS  AND  DOCUMENTS  AGAINST
                           ACCEPTANCE:   UNLESS  OTHERWISE  AGREED  BETWEEN  THE
                           RELEVANT  BORROWER  AND THE ISSUER,  THE DUE DATE FOR
                           PAYMENT  FOR ANY  IMPORT  LOAN  GRANTED BY THE ISSUER
                           SHALL BE 60 DAYS  AFTER THE DATE OF  SHIPMENT  OF THE
                           RELEVANT  GOODS  AND THE DUE DATE  FOR ANY  DOCUMENTS
                           AGAINST ACCEPTANCE FINANCED BY THE ISSUER SHALL BE 48
                           DAYS  AFTER  THE  DATE OF  SHIPMENT  OF THE  RELEVANT
                           GOODS.  THE BORROWERS AGREE WITH AND UNDERTAKE TO THE
                           ISSUER THAT ANY AND ALL PROCEEDS  FROM ANY  DOCUMENTS
                           AGAINST  ACCEPTANCE  FINANCED  BY THE ISSUER  WILL BE
                           UTILISED BY THE BORROWERS  FIRST TO REPAY ANY AMOUNTS
                           DUE  AND  OWING  TO  THE  ISSUER  IN  RESPECT  OF ANY
                           OUTSTANDING IMPORT LOANS."

         2.1.11   By the  deletion in its  entirety of  Sub-Clause  4.8.3 of the
                  Facility  Agreement,  and  the  substitution  therefor  of the
                  following:

                  "4.8.3   PAYMENT  OF  LETTER OF  CREDIT  OBLIGATIONS:  WITHOUT
                           LIMITING OR AFFECTING  ANY OF THE  PROVISIONS OF THIS
                           CLAUSE 4.8,  THE  BORROWERS  AGREE TO  REIMBURSE  THE
                           AGENT AND EACH BANK FOR ANY DRAWING  UNDER ANY LETTER
                           OF CREDIT,  AND ANY OTHER  AMOUNTS PAID OR PAYABLE BY
                           THE ISSUER  UNDER ANY  LETTER OF CREDIT,  IMMEDIATELY
                           UPON  DEMAND,  AND TO PAY THE AGENT THE AMOUNT OF ALL
                           OTHER  OBLIGATIONS  AND OTHER  AMOUNTS  PAYABLE TO IT
                           UNDER OR IN  CONNECTION  WITH ANY  LETTER  OF  CREDIT
                           IMMEDIATELY  WHEN  DUE,  IRRESPECTIVE  OF ANY  CLAIM,
                           SET-OFF,  DEFENCE OR OTHER RIGHT WHICH THE  BORROWERS
                           MAY HAVE AT ANY TIME  AGAINST  THE AGENT,  THE BANKS,
                           THE ISSUER OR ANY OTHER PERSON.  IN EACH CASE PAYMENT
                           WILL  (UNLESS  OTHERWISE  AGREED OR  REQUIRED  BY THE
                           AGENT) BE MADE IN US  DOLLARS  IN HONG KONG  TOGETHER
                           WITH ALL INTEREST, CHARGES AND EXPENSES PAYABLE TO OR
                           INCURRED BY THE ISSUER IN CONNECTION  WITH THE LETTER
                           OF CREDIT.  WITHOUT  PREJUDICE TO THE  PROVISIONS  OF
                           CLAUSE 13:-

                           (a)      INTEREST  FOR THESE  PURPOSES  SHALL  ACCRUE
                                    UPON SUCH  AMOUNTS  AS STATED  ABOVE AS WELL
                                    AFTER AS BEFORE JUDGMENT, FROM THE DATE WHEN
                                    SUCH  AMOUNTS  WERE FIRST PAID BY THE ISSUER
                                    UNTIL PAYMENT OF THEM BY THE  BORROWER(S) IN
                                    FULL,  AT THE RATE OF 1% PER ANNUM ABOVE THE
                                    INTEREST  RATE  PUBLISHED  UNDER THE  "MONEY
                                    RATES"  SECTION OF THE WALL  STREET  JOURNAL
                                    (ON EACH DAY ON  WHICH IT IS  PUBLISHED)  AS
                                    THE  "PRIME  RATE",  AS SUCH RATE MAY CHANGE
                                    FROM TIME TO TIME; PROVIDED,  HOWEVER,  THAT
                                    IF


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<PAGE>


                                    THE  WALL  STREET  JOURNAL  SHALL  CEASE  TO
                                    PUBLISH  SUCH  RATE(OR  ITSELF  CEASES TO BE
                                    PUBLISHED),  THEN THE INTEREST RATE SHALL BE
                                    THE  HIGHEST   AMONG  THE  PRIME,   BASE  OR
                                    EQUIVALENT RATES THEN PUBLICLY  ANNOUNCED BY
                                    BANK OF AMERICA,  N.A.,  JPMORGAN CHASE BANK
                                    AND WACHOVIA BANK, NATIONAL  ASSOCIATION (OR
                                    THEIR   RESPECTIVE   SUCCESSORS-IN-INTEREST)
                                    FROM TIME TO TIME; AND

                           (b)      IF ANY BORROWER DOES NOT PAY ANY SUM PAYABLE
                                    BY IT UNDER THIS  AGREEMENT ON ITS DUE DATE,
                                    THEN THE BORROWER SHALL PAY TO THE AGENT, ON
                                    DEMAND,  IN THE  CASE  OF  IMPORT  LOANS  OR
                                    DOCUMENTS AGAINST ACCEPTANCE WHICH HAVE BEEN
                                    FINANCED  BY THE  ISSUER  AND  WHICH ARE NOT
                                    PAID ON THE DUE  DATE  THEREFOR,  AN  AMOUNT
                                    (THE "LATE PAYMENT CHARGE")  CALCULATED FROM
                                    THE DUE DATE TO THE DATE OF PAYMENT  THEREOF
                                    IN FULL AT THE APPLICABLE  RATE SPECIFIED IN
                                    SUB-CLAUSE  (a)  ABOVE,  PLUS AN  ADDITIONAL
                                    1.5% PER ANNUM.

                                    THE  PARTIES  HEREBY  ACKNOWLEDGE  AND AGREE
                                    THAT ANY LATE PAYMENT  CHARGE  PAYABLE UNDER
                                    THIS   SUB-CLAUSE   4.8.3  SHALL   REPRESENT
                                    LIQUIDATED  DAMAGES  AND SHALL NOT BE DEEMED
                                    TO BE A PENALTY.  THE PARTIES  FURTHER AGREE
                                    THAT THE AMOUNT OF ANY LATE  PAYMENT  CHARGE
                                    IS A  GENUINE  PRE-ESTIMATE  OF THE  DAMAGES
                                    WHICH THE LENDER  WILL SUFFER  ARISING  FROM
                                    THE  BORROWERS'  FAILURE TO PAY THE RELEVANT
                                    SUM ON THE DUE DATE.

                           (c)      UPON AND DURING THE  CONTINUANCE OF AN EVENT
                                    OF DEFAULT,  THE INTEREST  RATE SHALL BE THE
                                    RATE SET  FORTH IN  CLAUSE  13.3;  PROVIDED,
                                    HOWEVER,   THAT  ANY  LATE  PAYMENT   CHARGE
                                    PAYABLE UNDER SUB-CLAUSE  4.8.3(b) SHALL NOT
                                    BE  DUE  AND  PAYABLE  WITH  RESPECT  TO THE
                                    PERIOD DURING WHICH THIS SUB-CLAUSE 4.8.3(c)
                                    IS APPLICABLE."

         2.1.12   By the  deletion  of the  word  "AND"  immediately  after  the
                  punctuation mark ";" in Sub-Clause 10.2.4;

         2.1.13   By the  renumbering of the existing  Sub-Clause  10.2.5 as the
                  new Sub-Clause  10.2.6,  and by the insertion of the following
                  as the new Sub-Clause 10.2.5:

                  "10.2.5  WEEKLY  SALES  REPORTS:  ON OR  BEFORE  THE  CLOSE OF
                           BUSINESS ON  WEDNESDAY  OF EACH WEEK,  A SALES REPORT
                           FOR THE  IMMEDIATELY  PRECEDING  WEEK, IN SUCH FORMAT
                           AND CONTAINING  SUCH  INFORMATION  ABOUT THE BUSINESS
                           AND  OPERATIONS  OF EACH  MEMBER  OF THE GROUP AS THE
                           AGENT MAY FROM TIME TO TIME SPECIFY; AND"

         2.1.14   By the deletion in its entirety of Sub-Clause 11.3.1(b) of the
                  Facility  Agreement,  and  the  substitution  therefor  of the
                  following:

                  "11.3.1(b) ANY  ENCUMBRANCE  ON OR  OVER  THE  ASSETS  OF  ANY
                           BORROWER SUBSISTING AT THE DATE OF THIS AGREEMENT AND
                           AGREED TO BY THE AGENT,  PROVIDED  THAT,  EXCEPT WITH
                           THE  PRIOR  CONSENT  OF  THE  AGENT,  THE  PRINCIPAL,
                           CAPITAL  OR  NOMINAL   AMOUNT  SECURED  BY  ANY  SUCH
                           ENCUMBRANCE MAY NOT BE


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<PAGE>


                           INCREASED  BEYOND  THE  MAXIMUM  AMOUNT  WHICH MAY BE
                           SECURED BY THE  RELEVANT  ENCUMBRANCE  AT THE DATE OF
                           THIS AGREEMENT;"

         2.1.15   By the  deletion  of the  word  "AND"  immediately  after  the
                  punctuation mark ";" in Sub-Clause 11.3.1(d);

         2.1.16   By the renumbering of the existing Sub-Clause 11.3.1(e) as the
                  new  Sub-Clause  11.3.1(f),   and  by  the  insertion  of  the
                  following as the new Sub-Clause 11.3.1(e):

                  "11.3.1(e) ANY  ENCUMBRANCE  ON OR  OVER  THE  ASSETS  OF  ANY
                           BORROWER  GRANTED AS SECURITY  UNDER OR IN CONNECTION
                           WITH  THE  TERM  LOAN   AGREEMENT   OR  THE  SECURITY
                           DOCUMENTS  (AS  DEFINED IN THE TERM LOAN  AGREEMENT);
                           AND"

         2.1.17   By the deletion of the words  "AND/OR"  immediately  after the
                  punctuation mark ";" in Sub-Clause 11.3.3(d);

         2.1.18   By the deletion of the existing Sub-Clause  11.3.3(e),  and by
                  the  insertion  of  the  following  as  the  new   Sub-Clauses
                  11.3.3(e) and 11.3.3(f):

                  "11.3.3(e) INDEBTEDNESS  UNDER THE TERM LOAN AGREEMENT AND ANY
                           OTHER  FINANCE  DOCUMENT (AS DEFINED IN THE TERM LOAN
                           AGREEMENT); AND/OR

                  11.3.3(f)INDEBTEDNESS   TO  DBS  BANK  (HONG   KONG)   LIMITED
                           (FORMERLY KNOWN AS DAO HENG BANK) UNDER (X) AN EXPORT
                           LINE  OF  CREDIT  OF UP TO  HK$35,000,000,  AND (Y) A
                           TEMPORARY LINE OF UP TO HK$2,700,000."

         2.1.19   By the  deletion  of the words "AND  WITHIN 15 DAYS OF THE DUE
                  DATE  THEREFOR"  from   Sub-Clause   12.1.1  of  the  Facility
                  Agreement.

         2.1.20   By the deletion in its entirety of Clause 13.3 of the Facility
                  Agreement, and the substitution therefor of the following:

                  "13.3    DEFAULT   INTEREST   RATE:   THE  RATE  OF   INTEREST
                           APPLICABLE  TO AN UNPAID SUM FROM TIME TO TIME DURING
                           EACH DEFAULT  INTEREST PERIOD RELATING TO THAT UNPAID
                           SUM SHALL BE THE  APPLICABLE  RATE  SPECIFIED IN SUB-
                           CLAUSE 4.8.3(A), PLUS AN ADDITIONAL 2.5% PER ANNUM."

         2.1.21   By the  deletion in its entirety of Schedule 1 to the Facility
                  Agreement, and the substitution therefor of the following:


                                   "SCHEDULE 1

                              BANKS AND COMMITMENTS


COLUMN 1: BANK             COLUMN 2: COMMITMENT   COLUMN 3: APPLICABLE PERIOD
--------------------------------------------------------------------------------
UPS CAPITAL GLOBAL         US$16 MILLION          ON OR  BEFORE  27TH  DECEMBER,
TRADE FINANCE                                     2004


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<PAGE>


COLUMN 1: BANK             COLUMN 2: COMMITMENT   COLUMN 3: APPLICABLE PERIOD
--------------------------------------------------------------------------------
CORPORATION                US$15 MILLION          AT ANY TIME ON OR  AFTER  28TH
                                                  DECEMBER, 2004


3.       AMENDMENT FEE

         The Borrowers shall,  forthwith upon execution of this Deed, pay to the
         Agent the agreed fee for the  extension  of the  Facility in the sum of
         US$50,000  (Fifty Thousand United States Dollars) (the "FEE"),  and the
         provisions  of this Deed shall be  conditional  upon the payment of the
         Fee by the Borrowers.

4.       NO OTHER AMENDMENTS OR WAIVERS

4.1      The  execution,  delivery and  effectiveness  of this Deed of Variation
         shall  not  operate  as a waiver of any  right,  power or remedy of the
         Agent  under  the  Facility  Agreement  or  any of  the  other  Finance
         Documents,  nor  constitute  a waiver of any  provision of the Facility
         Agreement  or  any of the  other  Finance  Documents.  Except  for  the
         amendments  and  agreements  set forth above,  the text of the Facility
         Agreement and all other Finance Documents shall remain unchanged and in
         full force and effect and each of the  Borrowers  hereby  ratifies  and
         confirms its obligations thereunder. This Amendment Agreement shall not
         constitute a modification of the Facility Agreement or any of the other
         Finance  Documents  or a course of dealing  with the Agent at  variance
         with the Facility  Agreement or any of the other Finance Documents such
         as to require further notice by the Agent to require strict  compliance
         with the terms of the Facility  Agreement  or any of the other  Finance
         Documents in the future,  except as expressly set forth herein. Each of
         the Borrowers acknowledges and expressly agrees that the Agent reserves
         the right to,  and does in fact,  require  strict  compliance  with all
         terms and  provisions  of the Facility  Agreement and all other Finance
         Documents.  The  Borrowers  have no knowledge  of any  challenge to the
         Agent's claims arising under the Facility Agreement or any of the other
         Finance Documents, or to the effectiveness of the Facility Agreement or
         any of the other Finance Documents.

4.2      The parties hereby acknowledge and confirm that neither the obligations
         of any  Borrower  nor the rights and  remedies  of the Agent  under the
         Facility  Agreement or any of the other Finance  Documents or otherwise
         conferred by law shall be discharged,  prejudiced or impaired by reason
         of the  execution  of this Deed of  Variation  or the  variation of the
         terms and conditions of the Facility  Agreement in accordance with this
         Deed of Variation.

5.       GENERAL

5.1     This Deed of Variation may be executed in any number of counterparts and
        by the different  parties hereto on separate  counterparts each of which
        when  so  executed  and   delivered   shall  be  original  but  all  the
        counterparts together shall constitute one and the same instrument.

5.2     This Deed of  Variation  shall be governed and  construed in  accordance
        with the laws of the Hong  Kong  Special  Administrative  Region  of the
        People's Republic of China and the


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<PAGE>


         parties hereto agree to submit to the non-exclusive jurisdiction of the
         Courts of the Hong Kong Special  Administrative  Region of the People's
         Republic of China.



IN WITNESS WHEREOF this Deed of Variation has been entered into the day and year
first above written.


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<PAGE>


THE BORROWERS


THE COMMON SEAL of                  )
TARRANT COMPANY LIMITED             )
was hereunto affixed                )
in the presence of:                 )


 /S/ HENRY CHU
------------------------------------
Henry Chu, Director


 /S/ CHARLES LAI
------------------------------------
Charles Lai, Director/Secretary


THE COMMON SEAL of                  )
MARBLE LIMITED                      )
was hereunto affixed                )
in the presence of:                 )


/S/ HENRY CHU
------------------------------------
Henry Chu, Director


 /S/ GRACE TAM
------------------------------------
Grace Tam, Director/Secretary


THE COMMON SEAL of                  )
TRADE LINK HOLDINGS LIMITED         )
was hereunto affixed                )
in the presence of:                 )


/S/ HENRY CHU
------------------------------------
Henry Chu, Director


 /S/ GRACE TAM
------------------------------------
Grace Tam, Director/Secretary


                                        9
<PAGE>


THE AGENT


SIGNED for and on behalf of         )
UPS CAPITAL GLOBAL                  )
TRADE FINANCE CORPORATION           )
by:                                 )
in the presence of:                 )      /S/ JOHN P. HOLLOWAY
                                           -------------------------------------
                                           John P. Holloway
                                           SIGNATURE


/S/ KETAK SAMPAT
------------------------------------
WITNESS


                                       10