SECURITIES AND EXCHANGE COMMISSION

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NOUqTfXZQnjaz3hIyEH1KO0kKZB77ldscXOCAh7CC9xLiEeWW77DKuLJt843qdde aT9esTxqEIE+SodljuDdBg== 0000095779-04-000035.txt : 20040909 0000095779-04-000035.hdr.sgml : 20040909 20040909125811 ACCESSION NUMBER: 0000095779-04-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040909 DATE AS OF CHANGE: 20040909 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWANK, INC. CENTRAL INDEX KEY: 0000095779 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 041886990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12612 FILM NUMBER: 041022243 BUSINESS ADDRESS: STREET 1: 6 HAZEL ST. CITY: ATTLEBORO STATE: MA ZIP: 02703 BUSINESS PHONE: 5082223400 MAIL ADDRESS: STREET 1: 6 HAZEL ST. STREET 2: P.O. BOX 2962 CITY: ATTLEBORO STATE: MA ZIP: 02703-0962 FORMER COMPANY: FORMER CONFORMED NAME: SWANK INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWANK, INC. CENTRAL INDEX KEY: 0000095779 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 041886990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6 HAZEL ST. CITY: ATTLEBORO STATE: MA ZIP: 02703 BUSINESS PHONE: 5082223400 MAIL ADDRESS: STREET 1: 6 HAZEL ST. STREET 2: P.O. BOX 2962 CITY: ATTLEBORO STATE: MA ZIP: 02703-0962 FORMER COMPANY: FORMER CONFORMED NAME: SWANK INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 mtform13d904.htm SECURITIES AND EXCHANGE COMMISSION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 13)

SWANK, INC.

(Name of Issuer)

____________________________Common Stock, $.10 par value per share__________________________
(Title of Class of Securities)

869716308
(CUSIP Number)

William D. Freedman, Esq., Jenkens & Gilchrist Parker Chapin LLP
405 Lexington Avenue, New York, New York 10174
(212) 704-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 2, 2004
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of sub-section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See sub-section 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 12 Pages)

SCHEDULE 13D

CUSIP No. 869716308

Page 2 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The New Swank, Inc. Retirement Plan Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) [ ]
				(b) [ x ]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,218,765
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.3%
14	TYPE OF REPORTING PERSON* EP

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 869716308

Page 3 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marshall Tulin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) [ ]
		(b) [ x ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 741,320
		8	SHARED VOTING POWER 1,784,487
		9	SOLE DISPOSITIVE POWER 741,320
		10	SHARED DISPOSITIVE POWER 216,886
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,857,033
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.4%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 869716308

Page 4 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Tulin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
		(b) [ x ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 234,231
		8	SHARED VOTING POWER 1,784,487
		9	SOLE DISPOSITIVE POWER 234,231
		10	SHARED DISPOSITIVE POWER 216,886
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,238,997
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.5%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 869716308

Page 5 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Raymond Vise
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [ ]
				(b) [ x ]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 10,469
		8	SHARED VOTING POWER 1,784,487
		9	SOLE DISPOSITIVE POWER 10,469
		10	SHARED DISPOSITIVE POWER 216,886

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,011,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.4%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

AMENDMENT NO. 13 TO JOINT FILING ON SCHEDULE 13D

OF

THE SWANK, INC. RETIREMENT PLAN TRUST
AND

MARSHALL TULIN, JOHN TULIN AND RAYMOND VISE

WITH RESPECT TO SWANK, INC.

This filing is Amendment No. 13 to the Statement on Schedule 13D (as amended to date, the "Schedule 13D") filed on behalf of The Swank, Inc. Retirement Plan Trust (the "Retirement Plan Trust") and Marshall Tulin, John Tulin and Raymond Vise with respect to shares of the common stock, $.01 par value per share (the "Common Stock"), of Swank, Inc. (the "Corporation").

Items 3, 5 and 6 of the Schedule 13D are hereby amended as follows:

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by the addition of the following:

"On April 1, 2004, Marshall Tulin loaned $350,000 (in personal funds) to the Corporation pursuant to the terms of a convertible subordinated promissory note (as amended and restated to date, the "Note"). The Note is expressly subordinate in right of payment to the Corporation's senior debt, has an original maturity of two years and bears interest at an annual rate of 7 percent, payable quarterly. Under certain circumstances, as more fully set forth in the Note, the original maturity date of the Note will be extended to the earlier of December 31, 2009 or the date the Corporation's present senior bank loan facility shall have been terminated and all obligations of the Corporation under the senior bank loan facility shall have been paid in full in cash. Marshall Tulin has the option at any time on and after October 31, 2004 to convert the principal amount of the Note into the number of shares of Common Stock equal to (a) the outstanding prin cipal amount of the Note on the conversion date divided by (b) the quotient of (i) the going concern value of the Corporation (as defined in the Note) divided by (ii) the number of issued and outstanding shares of Common Stock on the conversion date. The number of shares of Common Stock that may be issued under the Note may not exceed 20% of the then issued and outstanding shares of Common Stock on the conversion date. The Corporation, at its option and subject to certain provisions of the Note, may prepay the Note at any time without premium or penalty.

Assuming a going concern value of the Corporation on September 2, 2004 of $3,479,169 (based on the closing price per share of Common Stock in the over-the-counter market on that date), and that the Note was then convertible, the number of shares of Common Stock into which the Note would be convertible would be 555,556.

From November 6, 2001, the date of the last amendment to this Schedule 13D to September 2, 2004, the following transactions have occurred with regard to the Retirement Plan Trust:

The Retirement Plan Trust distributed the following shares of Common Stock to employees of the Corporation upon termination of their respective employment: 2,060 shares on February 25, 2002, 23,902 shares on February 28, 2002, 26,557 on April 12, 2002, 3,512 on May 6, 2002, 3,142 on May 9, 2002, 29,068 on May 9, 2003, 15,318 on June 11, 2003, 11,729 on September 12, 2003 and 4,419 on April 13, 2004.

In addition, the Retirement Plan Trust distributed the following shares of common stock to employees of the Corporation upon termination of their respective employment and purchased these shares from such employees: 13,191 shares on February 25, 2002, 19,151 shares on March 19, 2002, 30,006 shares on March 28, 2002, 33,610 shares on April 10, 2002, 46,867 shares on April 25, 2002, 24,018 shares on May 9, 2002, 13,896 shares on May 30, 2002, 25,048 shares on June 10, 2002, 23,883 shares on July 19, 2002, 4,508 shares on August 21, 2002, 2,325 shares on September 16, 2002, 5,225 shares on September 17, 2002, 1,924 shares on September 26, 2002, 449 shares on November 5, 2002, 2,337 shares on November 8, 2002, 18,441 shares on November 18, 2002, 5,056 shares on November 20, 2002, 496 shares on November 21, 2002, 2,907 shares on November 25, 2002, 75 shares on November 27, 2002, 5,068 shares on December 2, 2002, 2,348 on December 17, 2002, 880 shares on January 2, 2003, 1,253 on January 3, 2003, 8,212 shares on January 15, 2003, 6,601 shares on January 28, 2003, 12,650 shares on March 11, 2003, 17,729 shares on March 17, 2003, 6,192 shares on March 20, 2003, 926 shares on March 28, 2003, 19,838 shares on April 4, 2003, 24,402 shares on May 9, 2003, 6,792 shares on May 14, 2003, 1,413 shares on May 16, 2003, 6,829 on May 20, 2003, 11,259 on June 10, 2003, 6,094 shares on June 13, 2003, 3,815 shares on July 10, 2003, 80,112 shares on July 29, 2003, 3,638 shares on August 27, 2003, 54,180 shares on August 28, 2003, 5,267 shares on September 18, 2003, 20,645 shares on October 14, 2003, 12,835 shares on October 28, 2003, 185,061 shares on November 14, 2003, 15,608 shares on November 21, 2003, 52,569 shares on December 16, 2003, 20,521 shares on January 23, 2004, 44,754 shares on March 2, 2004, 8,562 on March 22, 2004, 31,011 shares on April 21, 2004, 21,709 shares on May 27, 2004, 28,203 shares on July 27, 2004 and 66,060 shares on August 17, 2004.

On August 10, 2004, Mr. Vise was granted an option to purchase 1,667 shares of the Common Stock at an exercise price of $.37 pursuant to the 1994 Non-Employee Director Stock Option Plan of the Corporation.

As described in Item 3 above, at September 2, 2004 Marshall Tulin had the right, within 60 days, to elect to convert the principal amount of the Note into shares of Common Stock.

Except as provided above, none of the Retirement Plan Trust nor the Retirement Plan Trustees have effected any transactions in Common Stock during the past sixty days."

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by the addition of the following:

"The following table sets forth information as of September 2, 2004 as to the shares of Common Stock beneficially owned by the Retirement Plan Trust and each of the Retirement Plan Trustees:

Name	Amount and Nature of Beneficial Ownership	Percent of Class
The New Swank, Inc. Retirement Plan Trust	3,218,765 (1)(2)	58.3%

Marshall Tulin	2,857,033 (3)(4)	46.4%

John Tulin	2,238,997 (3)(5)	39.5%

Raymond Vise	2,011,842 (3)(6)	36.4%
________________________ (1) This amount includes 1,217,392 shares of Common Stock allocated to participants' accounts in The New Swank, Inc. Retirement Plan (the "Retirement Plan") and as to which such participants may direct the trustees of the Retirement Plan as to voting on all matters.

(2) This amount also includes 1,784,487 shares of Common Stock allocated to participants' accounts in the Retirement Plan as to which participants may direct the trustees as to voting only on certain significant corporate events and as to which the trustees may vote on all other matters in their discretion. Shares allocated to such accounts as to which no voting instructions are received are required to be voted in the same proportion as shares allocated to accounts as to which voting instructions are received. This amount also includes 216,886 shares held in accounts under the Retirement Plan as to which participants may direct the trustees as to voting on all matters and may be disposed of in the discretion of the trustees.

(3) Marshall Tulin, Chairman of the Board and a director of the Company, John A. Tulin, President and a director of the Company and Raymond Vise, a director of the Company, are co-trustees of the Retirement Plan. This amount includes (a) 1,784,487 shares held in accounts as to which the trustees have sole voting power as to certain matters (see footnote 2 above) and (b) 216,886 shares held in accounts under the Retirement Plan which may be disposed of in the discretion of the trustees (see footnote 2 above).

(4) This amount includes 114,340 shares owned by the estate of Jean Tulin. Mr. Tulin disclaims beneficial ownership of these shares. This amount also includes 75,000 shares which Mr. Tulin has the right to acquire within 60 days through the exercise of stock options granted under the Company's 1998 Equity Incentive Compensation Plan (the "1998 Plan") and 1,372 shares allocated to his accounts under the Retirement Plan. In addition, this amount includes 555,556 shares of Common Stock that Mr. Tulin has the right to acquire within 60 days upon conversion of the Note (as described in Item 3 above, such amount was calculated using the conversion formula in the Note, and assumes that the Note was convertible on September 2, 2004 and that the going concern value of the Corporation on September 2, 2004 was $3,479,169 (based on the closing price per share of Common Stock in the over-the-counter market on that date)).

(5) This amount includes 1,060 shares owned by Mr. Tulin's wife, 10,000 shares held jointly by Mr. Tulin and his wife, and 2,333 shares held by Mr. Tulin's daughter. Mr. Tulin disclaims beneficial ownership of these shares. This amount also includes 150,000 shares which Mr. Tulin has the right to acquire within 60 days through the exercise of stock options granted under the 1998 Plan and 25,978 shares allocated to his accounts under the Retirement Plan.

(6) This amount includes 8,334 shares which Mr. Vise has the right to acquire within 60 days through the exercise of stock options granted under the Company's 1994 Non-Employee Director Stock Option Plan."

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended in its entirety to read as follows:

"There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Retirement Plan Trustees and the Retirement Plan Trust or between the Retirement Plan Trust or the Retirement Plan Trustees and any other person with respect to any securities of the Corporation, including but not limited to the transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts, or calls, guarantees of profits, division of profits or loss, or the giving or withholding or proxies except (a) the Amended and Restated Retirement Plan, (b) the Retirement Plan Trust, (c) an incentive stock option contract dated October 17, 1991 between Marshall Tulin and the Corporation and an incentive stock option contract dated November 6, 2001 between Marshall Tulin and the Corporation, (d) an incentive stock option contract dated October 17, 1991 between John Tulin and the Corporation an incentive sto ck option contract dated November 6, 2001 between John Tulin and the Corporation, (e) the Note, and (f) non-qualified stock option contracts, dated December 31, 1994, April 20, 1995, July 23, 1996, April 24, 1997, April 23, 1998, April 22, 1999, April 20, 2000, August 23, 2002, August 12, 2003 and August 10, 2004, respectively, between Raymond Vise and the Corporation."

Item 7. Material to be Filed as Exhibits.

	Exhibit No.		Description

	1		Amended and Restated Convertible Subordinated Promissory Note of the Corporation in the principal amount of $350,000.

	2		Non-Qualified Stock Option dated August 23, 2002 between the Corporation and Raymond Vise (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002, File No. 1-05354, is incorporated herein by reference.).

	3		Non-Qualified Stock Option dated August 12 2003 between the Corporation and Raymond Vise (Exhibit 10.11.17 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, File No. 1-05354, is incorporated herein by reference.).

	4		Non-Qualified Stock Option dated August 10, 2004 between the Corporation and Raymond Vise.

SIGNATURES

After reasonable inquiry and the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 9, 2004



		/s/ Marshall Tulin

		Marshall Tulin


		/s/ John Tulin

		John Tulin


		/s/ Raymond Vise

		Raymond Vise


		The New Swank, Inc. Retirement Plan Trust

		By:	/s/ John Tulin

			John Tulin, Trustee

EXHIBIT INDEX

Exhibit No.		Description

1		Amended and Restated Convertible Subordinated Promissory Note of the Corporation in the principal amount of $350,000.

2		Non-Qualified Stock Option dated August 23, 2002 between the Corporation and Raymond Vise (Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002, File No. 1-05354, is incorporated herein by reference.).

3		Non-Qualified Stock Option dated August 12 2003 between the Corporation and Raymond Vise (Exhibit 10.11.17 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, File No. 1-05354, is incorporated herein by reference.).

4		Non-Qualified Stock Option dated August 10, 2004 between the Corporation and Raymond Vise.

EX-1 2 tulinnote.htm [Draft of October 6, 2003] EXHIBIT 1

AMENDED AND RESTATED
CONVERTIBLE SUBORDINATED PROMISSORY NOTE

$350,000.00	April 1, 2004
	Amended and Restated as of June 30, 2004
	New York, New York

FOR VALUE RECEIVED, SWANK, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of MARSHALL TULIN (the "Investor"), the principal sum of Three Hundred and Fifty Thousand and 00/100 Dollars ($350,000.00), together with accrued but unpaid interest, all as provided in this Amended and Restated Convertible Subordinated Promissory Note (this "Note").

1. Maturity. All outstanding principal and accrued but unpaid interest under this Note shall be due and payable by the Company on the second anniversary of the date hereof (as such date may be extended pursuant to Section 6 below, the "Maturity Date").

2. Interest. (a) The Investor shall be entitled to receive interest on the unpaid principal amount of this Note at the rate of 7% per annum. Interest shall be calculated on the basis of a year of 365 days for the actual number of days elapsed. Accrued but unpaid interest shall be payable in arrears on the last day of each June, September, December and March while any principal amount under this Note shall be outstanding, commencing on June 30, 2004.

(b) The Investor and the Company intend this Note to comply in all respects with all provisions of law and not to violate, in any way, any legal limitations on interest charges. Accordingly, if, for any reason, the Company is required to pay, or has paid, interest at a rate in excess of the maximum rate allowed by law (the "Maximum Rate"), then the interest rate shall be deemed to be reduced, automatically and immediately, to the Maximum Rate, and interest payable hereunder shall be computed and paid at the Maximum Rate and the portion of all prior payments of interest in excess of the Maximum Rate shall be deemed to have been payments in reduction of the outstanding principal of this Note and applied as partial prepayments hereof.

3. Payment in Shares of Common Stock. (a) At the option of the Investor, at any time on and after October 31, 2004, the Investor may require that the principal amount of this Note be converted into, and shall be paid by the issuance to the Investor of, the number of fully paid and nonassessable shares of the Company's common stock, $.10 par value per share (the "Common Stock") that equals the quotient of (i) the outstanding principal amount of this Note on the Convertible Note Conversion Date (as hereinafter defined), divided by (ii) the quotient of (A) the Going Concern Value of the Company (as hereinafter defined), divided by (B) the number of issued and outstanding shares of Common Stock on the Convertible Note Conversion Date; provided, that the maximum number of shares of Common Stock that may be issued to the Investor upon such conversion shall be 20% of the issued and outstanding sha res of Common Stock on the Convertible Note Conversion Date. The term "Going Concern Value of the Company" shall mean the greater of (x) going concern value of the Company as determined by an investment banking firm or a nationally recognized accounting firm mutually agreed to by the Company and the Investor, whose determination shall be conclusive and binding on both the Company and the Investor, or (y) the number of issued and outstanding shares of Common Stock on the Convertible Note Conversion Date multiplied by the Closing Price Per Share (as hereinafter defined) on the Convertible Note Conversion Date, expressed in dollars. The term "Closing Price Per Share" shall mean (A) if the principal market for the Common Stock is a national securities exchange, the closing price per share of the Common Stock on such day as reported by such exchange or on a consolidated tape reflecting transactions on such exchange, (B) if the principal market for the Common Stock is not a national securities exchange and the C ommon Stock is quoted on The Nasdaq Stock Market ("Nasdaq"), the closing price per share of the Common Stock on such day on Nasdaq, or (C) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is not quoted on Nasdaq, the average of the highest bid and lowest asked prices per share for the Common Stock on such day as reported on the OTC Bulletin Board Service or by a reputable on-line database, or other source determined by the Company and reasonably acceptable to the Investor; provided, however, that if no trades have been made or no quotes are available for the Convertible Note Conversion Date, the Closing Price Per Share shall be determined with reference to the most recent prior day on which a trade shall have been made or a quote shall be available. In the event that such investment banking or nationally recognized accounting firm shall not have determined the Going Concern Value of the Company on or prior to the Convertible Note Co nversion Date, then the Convertible Note Conversion Date shall be deemed extended for such period as shall be necessary for such investment banking firm or accounting firm to finish such determination. The costs and expenses of the determination of the Going Concern Value of the Company shall be borne by the Company.

(b) The Investor may effect the optional conversion and payment contemplated by Section 3(a) by making written demand for such conversion and payment (a "Convertible Note Conversion Demand") upon the Company at its principal executive offices (presently 90 Park Avenue, New York, New York 10016) not less than 45 Business Days (as hereinafter defined) prior to the date on which he shall desire to so convert the principal amount then owing under this Note into shares of Common Stock, as set forth in the Convertible Note Conversion Demand (such date, the "Convertible Note Conversion Date"). On the Convertible Note Conversion Date, the Investor shall deliver to the Company this Note, or, if this Note has been lost or stolen, an affidavit and indemnification agreement in form and substance reasonably satisfactory to the Company, and the Company shall issue and deliver t o the Investor a certificate for the number of shares of Common Stock issuable upon such conversion in accordance with the provisions hereof (rounded down to the nearest whole share). The term "Business Day" is a day other than a Saturday, Sunday or any other day on which banks in the State of New York are authorized or required to close. Accrued but unpaid interest on the outstanding principal amount of this Note that shall be converted under this Section 3 shall be paid in lawful money of the United States of America and otherwise as provided in Section 8 of this Note, but shall be subject to Section 6 of this Note.

(c) This Note shall, on the Convertible Note Conversion Date, be converted into Common Stock for all purposes. On and after the Convertible Note Conversion Date, (i) this Note shall not be deemed to be outstanding or be transferable (to the extent transferable in accordance with the terms hereof) on the books of the Company, and (ii) the Investor shall not be entitled to receive any interest or to receive notices or to exercise or to enjoy any other powers, preferences or rights to which the Investor is entitled in respect hereof, other than the right upon surrender of this Note to receive a certificate for the number of shares of Common Stock into which such this Note shall have been converted as provided herein.

(d) In the event of a proposed dissolution or liquidation of the Company, a corporate or other reorganization of any kind, or in the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation or entity, the Company shall make appropriate provision for the protection of this Note by the substitution of a Note that is convertible into appropriate stock or other securities or property of the Company or of the merged, consolidated or otherwise reorganized corporation or other entity which will be issuable in respect to each share of Common Stock of the Company.

(e) No fractional shares shall be issued upon the conversion of this Note. Any fractional interest in a share of Common Stock resulting from conversion of this Note shall be paid in cash (computed to the nearest whole cent) equal to such fraction based on the Going Concern Value of the Company, as determined as provided above in this Section 3. The payment of such fractional shares, if any, upon such conversion, shall be subject to Section 6 below.

4. Prepayment. Subject to Section 6 below, this Note may be prepaid by the Company at any time, in whole or in part, without premium or penalty. Any partial prepayment shall be accompanied by payment by the Company to the Investor of accrued but unpaid interest on the amount so prepaid.

5. Events of Default. (a) Each of the following events shall constitute an event of default under this Note (each, an "Event of Default"):

(i) any default (whether in whole or in part) shall occur in the payment of any amount payable under this Note and such default is not cured within 5 Business Days after notice of such default shall have been given by the Investor to the Company;

(ii) the Company shall fail to perform any of its other obligations hereunder and such failure is not cured within 30 Business Days after notice of such default shall have been given by the Investor to the Company; or

(iii) any proceedings are instituted in a court of competent jurisdiction for the reorganization, liquidation or dissolution of the Company or for its adjudication as a bankrupt or insolvent and, if instituted by a third party, such proceedings are not dismissed, discharged or stayed within 45 Business Days from the date such proceedings are instituted.

(b) Upon the occurrence and during the continuance of an Event of Default, at the option of the Investor exercisable by written notice to Swank, the entire outstanding principal amount of this Note, together with all accrued but unpaid interest, shall become immediately due and payable; provided, that upon the occurrence of an Event of Default set forth in Subsection 5(a)(iii), the entire outstanding principal amount of this Note, together with all accrued but unpaid interest, shall become immediately due and payable without further notice or other action by the Investor or any other person or entity.

6. Subordination of Principal and Interest. (a) Notwithstanding anything to the contrary contained in this Note, except as provided below in this Section 6, the Company and the Investor agree that the payment of principal, interest and all other amounts due under this Note (other than payment by issuance of Common Stock pursuant to a Convertible Note Conversion Demand) are expressly subordinated, in the manner hereinafter set forth, in right of payment to the prior payment and satisfaction in full of all Senior Indebtedness (as hereinafter defined). The term "Senior Indebtedness" shall mean all indebtedness of the Company to Wells Fargo Foothill, Inc. ("WFF") under that Loan and Security Agreement dated June ___, 2004 between the Company and WFF, as amended to date and as the same may hereafter be amended, modified, supplemented and/or waived, and all refundings, refinancings and/or renewals thereof wit h WFF, another bank, financial institution, or other lender, person or entity (the "WFF Loan and Security Agreement"), which refundings, refinancings and/or renewals may, but need not, increase the amount of the indebtedness, liabilities or obligations of the Company in respect thereof (except, in each case set forth above, if the terms of the documents and/or instruments of such refunding, refinancing and/or renewal shall expressly provide that this Note is not subordinated in right of payment thereto).

(b) (i) The following shall be applicable only during the term of the WFF Loan and Security Agreement (without regard to any refundings, refinancings and/or renewals with any bank, financial institution, or other lender, person or entity other than WFF): The Company may make payments of principal and interest under this Note to the Investor if permitted by Section 7.7 of the WFF Loan and Security Agreement. As required by such Section 7.7, the Company may not pay principal on this Note on the original Maturity Date in the event that the Company shall not have an Availability (as defined in the WFF Loan and Security Agreement) of at least $3,000,000 for the 60 consecutive day period prior to the original Maturity Date and, on a pro-forma basis, after giving effect to the payment of such principal. In such event, on the original Maturity Date the original Maturity Date shall au tomatically be extended to December 31, 2009 (or to such earlier date on which the Obligations under, and as defined in, the WFF Loan and Security Agreement (without regard to any refundings, refinancings and/or renewals with any bank, financial institution, or other lender, person or entity other than WFF) shall have been paid in full in cash, all commitments thereunder shall have been terminated, and the WFF Loan and Security Agreement (without regard to any refundings, refinancings and/or renewals with any bank, financial institution, or other lender, person or entity other than WFF) shall be of no further force or effect.

(ii) The following shall be applicable in all instances other than the period during which clause (i) above in this Section 6 shall be applicable: The Company may made payments of principal and interest under this Note to the Investor unless and until (i) an event of default occurs under any Senior Indebtedness and (ii) during the continuance of such event of default the Company shall receive from any holder of Senior Indebtedness a written instruction not to make any payments hereunder, and thereafter no payment of principal of or interest on this Note (other than payment by issuance of Common Stock pursuant to a Convertible Note Conversion Demand) shall be made by the Company or accepted by the Investor unless and until such event of default shall no longer exist.

(c) In the event of the insolvency or bankruptcy, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its property, or, in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company or distribution of its assets, then and in any such event all Senior Indebtedness shall be paid in full before any payment or distribution of any character, whether in cash, securities or other property, shall be made on account of this Note. Any such payment or distribution that would, but for the provisions hereof, be payable or deliverable in respect of this Note shall be paid or delivered directly to the holders of Senior Indebtedness until all Senior Indebtedness shall have been paid in full, and every holder of this Note by becoming a holder thereof shall be deemed to ha ve designated and appointed the holder or holders of Senior Indebtedness as his or its agents and attorney-in-fact to demand, sue for, collect and receive such Senior Indebtedness holder's ratable share of all such payments and distributions and to file any necessary proof of claim therefor and to take all such other action, in the name of the Investor or otherwise, as such Senior Indebtedness holders (or their authorized representatives) may determine to be necessary for the enforcement of this Section 6; and that the Investor and each successor to the Investor by its or his acceptance hereof, agrees to execute, at the request of the Company, a separate agreement with any holder of Senior Indebtedness on the terms set forth in this Section 6, or as otherwise required by such holder in order to further reflect the subordination of this Note to such holder on terms and conditions reasonably satisfactory to such holder, and to take all such other action as such holder may request in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of this Note.

(d) In the event that any payment or distribution shall be paid or delivered to the Investor before all Senior Indebtedness shall have been paid in full in violation or contravention of the terms of this subordination, such payment or distribution shall be held in trust for and paid and delivered ratably to the holders of such Senior Indebtedness.

(e) The right of any present or future holder of Senior Indebtedness to enforce subordination of this Note pursuant to the provisions of this Section 6 shall not at any time be prejudiced or impaired by any act or failure to act on the part of the Company or any such holder of Senior Indebtedness, including, without limitation, any forbearance, waiver, consent, compromise, amendment, extension, renewal, or taking or release of security of or in respect of any Senior Indebtedness or by noncompliance by the Company with the terms of such subordination regardless of any knowledge thereof the holder may have.

(f) Each present and future holder of Senior Indebtedness shall be an intended third party beneficiary of this Section 6.

(g) Subject to the payment in full of all Senior Indebtedness and until the Note shall be paid in full, the Investor shall be subrogated to the rights of the holders of Senior Indebtedness (to the extent of payments or distributions previously made to such holders of Senior Indebtedness pursuant to the provisions of this Note) to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness. No such payments or distributions applicable to the Senior Indebtedness shall, as between the Company and its creditors, other than the holders of Senior Indebtedness and the Investor, be deemed to be a payment by the Company to or on account of this Note; and for the purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness to which the Investor would be entitled except for the provisions of this Section 6 shall, as between the Company and its creditors, other than the holders of Senior Indebtedness and the Investor, be deemed to be a payment by the Company to or on account of the Senior Indebtedness.

(h) The provisions of this Section 6 are intended solely for the purpose of defining the relative rights of the Investor, on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing contained in this Section 6 or elsewhere in this Note is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Investor, the obligation of the Company to pay to the Investor the principal of and interest on the Note as and when the same shall become due and payable in accordance with the terms hereof, or to affect the relative rights of the Investor and creditors of the Company other than the holders of the Senior Indebtedness.

(i) Notwithstanding anything in this Section 6 or otherwise in this Note to the contrary, payments of this Note in shares of Common Stock pursuant to a Convertible Note Conversion Demand shall be allowed at all times.

7. Waiver of Presentment, Etc. Except as expressly provided in this Note, the Company hereby expressly waives presentment for payment, demand for payment, notice of dishonor, protest, notice of protest, notice of non-payment, and all lack of diligence or delays in collection or enforcement of this Note.

8. Payments. Except in connection with a conversion of this Note as herinabove provided, all payments on this Note are to be made in lawful money of the United States of America by wire transfer of immediately available funds to the account of the Investor as set forth in the records of the Company or, at the option of the Company, by check (subject to collection). If any such payment becomes due on a Saturday, Sunday or any other day which is not a Business Day, such payment shall be deferred to, and shall be payable on, the next Business Day.

9. Miscellaneous. (a) All notices, consents, demands, instructions, requests and other communications required or permitted hereunder must be in writing and shall be deemed to have been duly given if sent to the Company at its address set forth on the signature page of this Note under the Company's signature line, and, as to the Investor, at his address set forth on the signature page of this Note under its signature, or such other addresses and to the attention of such other persons or entities as set forth in a written notice to the other party, which notices shall be sent by certified or registered mail, return receipt requested, or by overnight courier, messenger or other means of personal delivery, and shall be effective upon delivery.

(b) The Investor may not negotiate, transfer or assign this Note, or any or all of his rights, interests, duties or obligations hereunder, except with the prior written consent of the Company. Subject to the foregoing, whenever reference is made to any party, such reference shall be deemed to include the successors and assigns of the Company and the heirs, executors, legal representatives, administrators, successors and assigns of the Investor.

(c) The Investor may extend the time of payment of this Note, postpone the enforcement hereof, or grant any other indulgences whatsoever without affecting or diminishing the Investor's right of recourse against the Company, as provided herein, which right is hereby expressly reserved. The failure to assert any right by the Investor shall not be deemed a waiver thereof.

(d) This Note is binding upon the Company and its successors and assigns and upon the Investor his heirs, executors, legal representatives, administrators, successors and assigns.

(e) This Note shall be governed by, and construed and enforced in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

(f) This Note may be executed in one or more counterparts (including signature pages delivered by facsimile transmission), each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Note shall become effective when each party hereto shall have received counterparts hereof signed by the other party hereto.

(page ends here)

Signature Page

	SWANK, INC.



	By:	/s/ Jerold R. Kassner

	Print Name:Jerold R. Kassner
	Print Title: Senior Vice President, Chief Financial Officer

	Address for Notices:

	Swank, Inc.
	90 Park Avenue
	New York, New York 10016
	Attention: Chief Financial Officer

Agreed:



/s/ Marshall Tulin

Marshall Tulin

Address for Notices:

Mr Marshall Tulin
Paine Road
Hewlett, New York 11557

EX-2 3 viise02opts.htm SWANK, INC EXHIBIT 2

SWANK, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT

THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 23rd day of August 2002, between Swank, Inc., a Delaware corporation (the "Company"), and Raymond Vise (the "Optionee").

W I T N E S S E T H

The Company, in accordance with the terms and conditions of the 1994 Non-Employee Director Stock Option Plan of the Company (the "Plan"), grants as of August 23, 2002 to the Optionee an option to purchase an aggregate of 1,667 shares of the Common Stock, $.10 par value per share, of the Company ("Common Stock"), at $0.18 per share, being 100% of the fair market value of such shares of Common Stock on such date.

2.	The term of this option shall be 5 years from August 23, 2002, subject to earlier termination as provided in this Contract and in the Plan. This option shall be immediately exercisable as to 100% of the number of shares of Common Stock subject hereto.

This option shall be exercised by giving written notice to the Company at its principal office, presently 6 Hazel Street, Attleboro, Massachusetts 02703-0962, Attention: Treasurer, stating that the Optionee is exercising this stock option, specifying the number of shares being purchased and accompanied by payment in full of the aggregate purchase price thereof in cash or by check. In no event may a fraction of a share of Common Stock be purchased under this option.

Notwithstanding the foregoing, and without limiting the provisions of paragraph 11 of the Plan, this option shall not be exercisable by the Optionee unless (a) a registration statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common stock to be received upon the exercise of the option shall be effective and current at the time of exercise or (b) there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon exercise. At the request of the Board of Directors, the Optionee shall execute and deliver to the Company his representation and warranty, in form and substance satisfactory to the Board of Directors, that the shares of Common Stock to be issued upon the exercise of the option are being acquired by the Optionee for his own account, for investment only and not with a view to the resale or distribution thereof without the meaning of the Securities Act. Nothing here in shall be construed so as to obligate the Company to register the shares subject to the option under the Securities Act.

Notwithstanding anything herein to the contrary, if at any time the Board of Directors shall determine, in its discretion, that the listing or qualification of the shares of Common Stock subject to this option on any securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of shares of Common Stock thereunder, this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors, in its discretion.

6.	Nothing in the Plan or herein shall confer upon the Optionee any right to continue as a director of the Company.

The Company may endorse or affix appropriate legends upon the certificates for shares of Common Stock issued upon exercise of this option and may issue such "stop transfer" instructions to its transfer agent in respect of such shares as it determines, in its discretion, to be necessary or appropriate to (a) prevent a violation of, or to perfect an exemption from, the registration requirement of the Securities Act, or (b) implement the provisions of the Plan or any agreement between the Company and the Optionee with respect to such shares of Common Stock.

The Company and the Optionee agree that they will both be subject to and bound by all of the terms and conditions of the Plan, a copy of which is attached hereto and made part hereof. In the event the Optionee is no longer a director of the Company or in the event of his death or disability (as defined in the Plan), his rights hereunder shall be governed by and be subject to the provisions of the Plan. In the event of a conflict between the terms of this Contract and the terms of the Plan, the terms of the Plan shall govern.

The Optionee represents and agrees that he will comply with all applicable laws relating to the Plan and the grant and exercise of the option and the disposition of the shares of Common Stock acquired upon exercise of the option, including without limitation, federal and state securities and "blue sky" laws.

10.	This option is not transferrable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Optionee, only by him or his legal representatives.

11.	This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled under the Plan and by law to the Optionee's rights hereunder.

12.	This Contract shall be governed by and construed in accordance with the laws of the State of Delaware.

13.	The invalidity or illegality of any provision herein shall not affect the validity of any other provision.

14.	The Optionee agrees that the Company may amend the Plan and the options granted to the Optionee under the Plan, subject to the limitations contained in the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above written.

	SWANK, INC.


	By: /s/ Jerold R. Kassner

	Its: Chief Financial Officer


	/s/ Raymond Vise
	Optionee

	8 El Paseo

	Address

	Irvine, CA 92612-2907

EX-3 4 vise803ops.htm SWANK, INC EXHIBIT 3

SWANK, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT

THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 12th day of August 2003, between Swank, Inc., a Delaware corporation (the "Company"), and Raymond Vise (the "Optionee").

W I T N E S S E T H

The Company, in accordance with the terms and conditions of the 1994 Non-Employee Director Stock Option Plan of the Company (the "Plan"), grants as of August 12, 2003 to the Optionee an option to purchase an aggregate of 1,667 shares of the Common Stock, $.10 par value per share, of the Company ("Common Stock"), at $0.22 per share, being 100% of the fair market value of such shares of Common Stock on such date.

2.	The term of this option shall be 5 years from August 12, 2003, subject to earlier termination as provided in this Contract and in the Plan. This option shall be immediately exercisable as to 100% of the number of shares of Common Stock subject hereto.

6.	Nothing in the Plan or herein shall confer upon the Optionee any right to continue as a director of the Company.

10.	This option is not transferrable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Optionee, only by him or his legal representatives.

11.	This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled under the Plan and by law to the Optionee's rights hereunder.

12.	This Contract shall be governed by and construed in accordance with the laws of the State of Delaware.

13.	The invalidity or illegality of any provision herein shall not affect the validity of any other provision.

14.	The Optionee agrees that the Company may amend the Plan and the options granted to the Optionee under the Plan, subject to the limitations contained in the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above written.

	SWANK, INC.


	By: /s/ Jerold R. Kassner

	Its: Chief Financial Officer


	/s/ Raymond Vise
	Optionee


	8 El Paseo
	Address

	Irvine, CA 92612-2907

EX-4 5 vise804ops.htm SWANK, INC

EXHIBIT 4

SWANK, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT

THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 10th day of August 2004, between Swank, Inc., a Delaware corporation (the "Company"), and Raymond Vise (the "Optionee").

W I T N E S S E T H

The Company, in accordance with the terms and conditions of the 1994 Non-Employee Director Stock Option Plan of the Company (the "Plan"), grants as of August 10, 2004 to the Optionee an option to purchase an aggregate of 1,667 shares of the Common Stock, $.10 par value per share, of the Company ("Common Stock"), at $.37 per share, being 100% of the fair market value of such shares of Common Stock on such date.

2.	The term of this option shall be 5 years from August 10, 2004, subject to earlier termination as provided in this Contract and in the Plan. This option shall be immediately exercisable as to 100% of the number of shares of Common Stock subject hereto.

This option shall be exercised by giving written notice to the Company at its principal office, presently 90 Park Avenue, New York, New York 10016, Attention: Treasurer, stating that the Optionee is exercising this stock option, specifying the number of shares being purchased and accompanied by payment in full of the aggregate purchase price thereof in cash or by check. In no event may a fraction of a share of Common Stock be purchased under this option.

6.	Nothing in the Plan or herein shall confer upon the Optionee any right to continue as a director of the Company.

10.	This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Optionee, only by him or his legal representatives.

11.	This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any heir, distributee, executor, administrator or legal representative entitled under the Plan and by law to the Optionee's rights hereunder.

12.	This Contract shall be governed by and construed in accordance with the laws of the State of Delaware.

13.	The invalidity or illegality of any provision herein shall not affect the validity of any other provision.

14.	The Optionee agrees that the Company may amend the Plan and the options granted to the Optionee under the Plan, subject to the limitations contained in the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above written.

	SWANK, INC.


	By: /s/ Jerold R. Kassner

	Its: Chief Financial Officer


	/s/ Raymond Vise
	Optionee


	8 El Paseo
	Address

	Irvine, CA 92612-2907

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