EXHIBIT 10.69

                        CONFIDENTIAL TREATMENT REQUESTED


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                         -------------------------------

                                    AGREEMENT

                    Relating to Intellectual Property Rights

                        --------------------------------





                                  MADE BETWEEN:





                          1. Pro-Fit Holdings Limited




                             2. Tag-It Pacific Inc















                Hanover House, 22 Clarendon Road, Leeds, LS2 9NZ
                              Ref: MHJ/APH/PRO17/1
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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.


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THIS AGREEMENT is made the          day of                             2002
BETWEEN:
(1)      "Pro-Fit"            :     PRO-FIT  HOLDINGS  LIMITED  (a  company
                                    registered  in  England  under  number
                                    3889914) of Albion Mills, Albion Road,
                                    Greengates, Bradford, BD10 9TF
(2)      "TPI"                :     TAG-IT PACIFIC INC (a company registered in
                                    Delaware, USA under number                )
                                    of 21900 Burbank Bvd., Suite 270, Woodland
                                    Hills, CA 91367, USA
IT IS AGREED as follows:

1.       BACKGROUND
-------------------

         1.1      Pro-Fit has certain  knowledge  and expertise and owns certain
                  intellectual  property  rights and  know-how  relating  to the
                  manufacture of the Products.
         1.2      TPI conducts business in the clothing and garment business and
                  wishes  to  manufacture  and  distribute  the  Products  using
                  Pro-Fit's   know-how   and   intellectual   property   rights.
         1.3      TPI desires to utilise equipment and raw materials
                  manufactured or supplied by Pro-Fit.

2.       INTERPRETATION
-----------------------
         In this Agreement where the context so permits:
         2.1      the  following words and  expressions  shall have the meanings
                  ascribed to them:
                  "Business Day"             any day other than Saturdays,
                                             Sundays or public holidays in
                                             England
                  "Commencement Date"        the date of this Agreement
                  "Equipment"                the equipment supplied and
                                             installed by Pro-Fit to enable
                                             TPI to manufacture with the
                                             Processes including the Pro-Fit
                                             Machine
                  "Garments"                 finished apparel, bottoms and tops,
                                             including but not limited to
                                             trousers, shorts, skirts and tops
                  "Improvements"             any improvement, modification or
                                             adaptation to the Know-how or the
                                             Patent which (whether or not
                                             patentable) might reasonably be of
                                             commercial interest in the design,
                                             manufacture or supply of the
                                             Equipment and the Processes
                                             relating to the  manufacture of the
                                             Products


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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                  "Interlinings"             the fusible interlining components
                                             as are necessary to manufacture
                                             the finished Products including
                                             interlining and made-up waistband
                                             linings (including stretch jacquard
                                             tape where specified)
                  "Know-how"                 such technical information,
                                             know-how, processes, procedures and
                                             techniques of Pro-Fit as is
                                             required to operate the Equipment,
                                             the Processes and manufacture the
                                             Products
                  "Licensed Patent Rights"   the  rights under  the Patents that
                                             are licensed to TPI hereunder
                  "Net Revenues"             all revenues actually received by
                                             TPI from its sales of the Products
                                             during the Term, less (a) all VAT,
                                             sales, use, excise and other taxes
                                             or government levies of any kind,
                                             and (b) any trade  discounts,
                                             rebates, returns and allowances and
                                             similar items actually incurred by
                                             TPI with respect to such Products
                  "Patent"                   the patent, short particulars of
                                             which are set out in Schedule 1,
                                             and any and all continuations,
                                             divisionals therefrom and patents
                                             based on improvements or
                                             modifications to the invention
                                             described in the patent described
                                             in Schedule 1
                  "Part 1 Territory"         the territory specified in Schedule
                                             2 Part 1
                  "Part 2  Territory"        the territory specified in Schedule
                                             2 Part 2
                  "Process  A"               the  processes and methods of using
                                             the Equipment to manufacture
                                             Product A, including the Pro-Fit
                                             Machine
                  "Process B"                the processes and methods of using
                                             the Equipment and further processes
                                             to manufacture Product B, including
                                             the Pro-Fit Machine
                  "Process C"                the processes and methods of
                                             manufacturing Product C
                  "Process  D"               the processes and methods of
                                             manufacturing Interlinings


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       3


<PAGE>


                  "Processes"                all of Process A, Process B,
                                             Process C and Process D
                  "Product A"                stretch waistbands for Garments
                                             manufactured according to Pro-Fit's
                                             current specifications and samples
                                             provided to TPI and any
                                             improvements thereon
                  "Product B"                stretch waistband linings for
                                             Garments manufactured according to
                                             Pro-Fit's current specifications
                                             and samples provided to TPI and any
                                             improvements thereon
                  "Product C"                stretch tape for Garments
                                             manufactured according to Pro-Fit's
                                             current specifications and samples
                                             provided to TPI and any
                                             improvements thereon
                  "Product D"                Interlinings for Garments
                                             manufactured according to Pro-Fit's
                                             current specifications and samples
                                             provided to TPI and any
                                             improvements thereon
                  "Products"                 all of Product A, Product B,
                                             Product C and Product D
                  "Pro-Fit Machine"          Machine ref. AT320
                  "Quarter"                  the period of three months
                                             beginning on the Commencement Date,
                                             each successive period of three
                                             months during the Term, and any
                                             shorter period to the date of
                                             termination of this Agreement
                  "Records"                  records and books of account
                                             containing all data necessary for
                                             the  determination of royalties
                                             payable under this Agreement
                  "USA Market"               (a) retail and wholesale Garment
                                             sales (including outlet, catalogue
                                             and mail order sales) in the United
                                             States and/or sales made directly
                                             or indirectly to end users/
                                             consumers in the United States save
                                             and except Non US Brand Garments
                                             (such as Hugo Boss); and/or (b)
                                             worldwide US Brand Garment sales;
                  "Term"                     the period from the Commencement
                                             Date until termination pursuant to
                                             the terms hereof


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       4


<PAGE>


                  "Territory"                refers collectively to the Part 1
                                             Territory and the Part 2 Territory
                  "U.S. Brand Garments"      a Garment bearing a brand name
                                             which originated in the USA or is
                                             now owned by an entity which is a
                                             USA domiciled entity or is directly
                                             or indirectly controlled by a USA
                                             based or owned entity.
                  "Non U.S. Brand Garments"  a Garment bearing a brand name
                                             which did not originate in the USA
                                             and which is owned by an entity
                                             which is not a USA domiciled entity
                                             and is not directly or indirectly
                                             controlled by a USA based or owned
                                             entity.
                  "Year"                     each period of 365 (or in the case
                                             of a leap year 366) days commencing
                                             on the Commencement Date and each
                                             anniversary thereof

         2.2      references to one gender only shall  include all genders,  the
                  singular shall include the plural and vice versa
         2.3      references to clauses and schedules are  references to clauses
                  and schedules of this Agreement
         2.4      references to "or" shall include "and/or"
         2.5      references  to "Prices To Be Agreed" shall mean the prices set
                  forth in  Schedules 3 and 4, which  prices  shall remain fixed
                  until modified by mutual agreement every six months commencing
                  September  30,  2002  to  reflect  actual  cost  decreases  or
                  increases experienced with respect to the relevant products in
                  the following catagories only:

                  2.5.1    the actual cost of the item, except interlinings,  to
                           Pro-Fit as  demonstrated  by bona fide  purchase  and
                           payment documentation;
                  2.5.2    administrative  costs specifically  related to direct
                           procurement  services by Pro-Fit;  as demonstrated by
                           bone fide documentary back-up;
                  2.5.3    in the  case of  Interlinings  only,  the  processing
                           costs  to  Pro-Fit  provided,  however,  that  if the
                           parties  are  unable  to  agree  upon the  amount  of
                           adjustment to any price upon a semi-annual review the
                           price shall  remain fixed until the price is resolved
                           through an  arbitration  proceeding  to be held under
                           the rules of the American Arbitration  Association in
                           Los Angeles,  California.  Any price adjustment shall
                           apply  retroactively  to  the  applicable  six  month
                           review date.

3.       GRANT OF RIGHTS
------------------------
         3.1      Pro-Fit grants to TPI with effect from the Commencement Date:
                  3.1.1    the  exclusive  (even as to Pro-Fit),  sublicensable,
                           transferable, and irrevocable right and licence under
                           the Patent and the Know-how to manufacture  Product A
                           and  Product  B in the  Part 1  Territory;  save  and
                           except as specified in clause 3.8 and 3.9
                  3.1.2    The  non-exclusive  sub-licensable  transferable  and
                           irrevocable  right and  licence  under the Patent and
                           the Know-how to  manufacture  Product A and Product B
                           in the Part 2 Territory for use in Garments which are
                           to be supplied to for the USA Market
                  3.1.3    the non-exclusive  sublicensable,  transferable,  and
                           irrevocable  right and  licence  under the Patent and
                           the Know-how to  manufacture  Product C and Product D
                           in the Territory for use in Garments  which are to be
                           supplied to for the USA Market;
                  3.1.4    the  exclusive  (even as to Pro-Fit),  sublicensable,
                           transferable, and irrevocable right and licence under
                           the Patent and the  Know-how  to market,  distribute,
                           sell,  offer  for  sale  and  license  Product  A and
                           Product  B for use in  Garments  manufactured  in the
                           Part 1 Territory which are being supplied for the USA
                           Market or for US Brand  Garments  PROVIDED  that this
                           right is save and except as  specified in clause 3.4,
                           3.8 and 3.9
                  3.1.5    In addition to and not in limitation of Section 3.1.4
                           the   exclusive   sub-licensable   transferable   and
                           irrevocable  right and  licence  under the Patent and
                           the Know-how to market,  distribute,  sell, offer for
                           sale, and licence  Product A and Product B for use in
                           Garments  manufactured  in the Part 2 Territory which
                           are being supplied for the USA Market
                  3.1.6    the non-exclusive,  sub-licensable, transferable, and
                           irrevocable  right and  licence  under the Patent and
                           the Know-how to market,  distribute,  sell, offer for
                           sale and  license  Product C and Product D for use in
                           Garments  manufactured  in the  Territory  which  are
                           being supplied for the USA Market; and
                  3.1.7    the  exclusive,   sublicensable,   transferable,  and
                           irrevocable  license to market,  distribute  and sell
                           Product  A and  Product B outside  the  Territory  at
                           Pro-Fit's  sole   discretion  for  use  in  US  Brand
                           Garments to be sold world-wide and the non-exclusive,
                           sublicensable,  transferable, and irrevocable license
                           to market, distribute and sell, Product C and Product
                           D outside the Territory at Pro-Fit's sole  discretion
                           for use in US Brand Garments to be sold world wide


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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<PAGE>


         3.2      TPI has no  right to use the  Process  or to  manufacture  the
                  Products or to use the Know-how or the Patent  otherwise  than
                  as expressly licensed to TPI in this Agreement
         3.3      Pro-Fit  shall not during the Term grant a right or licence to
                  manufacture using Process A or Process B to any third party in
                  the Part 1 Territory  save and except as  specified  in clause
                  3.8 and clause 3.9
         3.4      Save and  except the  rights  and  licenses  which at the date
                  hereof have already  been granted by Pro-Fit to third  parties
                  in the  countries  as set forth on Schedule 6 hereto and which
                  rights and licenses  subsist  throughout  the Term or any part
                  thereof,  Pro-Fit  shall not  during the Term grant a right or
                  licence to sell Product A or Product B directly or  indirectly
                  in Garments  which are being  supplied for the USA Market.  In
                  the event that any of the third  parties  referred  to in this
                  clause  shall  during the Term  request  Pro-Fit to supply any
                  further Pro-Fit processing  machines,  then Pro-Fit shall as a
                  condition of  supplying  such  Pro-Fit  machines  require such
                  third party to enter into a covenant  not to sell Product A or
                  Product B directly or indirectly for use in Garments which are
                  being supplied to the USA Market  provided that the imposition
                  of such condition is not unlawful at the relevant time
         3.5      Pro-Fit  shall not during the Term (other  than in  connection
                  with sales to TPI) retain any right to directly or  indirectly
                  manufacture  Product A or Product B for use in  Garments to be
                  sold in the  Part 1  Territory  or  distribute  or sell any of
                  Product A or Product B for use in  Garments  to be sold in the
                  Part 1 Territory  save and except as  specified  in clause 3.8
                  and clause 3.9
         3.6      Pro-Fit  shall not during the Term  compete with or assist any
                  third  party  in  competing  with  TPI  in  the   manufacture,
                  distribution and/or sales of Product A or Product B within the
                  Territory for use in Garments  which are being supplied to for
                  the USA Market save and accept as specified in clause 3.8
         3.7      TPI shall have the right,  but not the obligation,  to use the
                  Pro-Fit  Brand and/or any other brands to label the  Products.
                  This  Agreement   includes  a  royalty  free  license  to  all
                  trademark  rights of Pro-Fit  necessary  to permit such use of
                  the Pro-Fit brands.
         3.8      In the  event  that  Pro-Fit  requests  of TPI to be able with
                  TPI's  approval to supply  Product A and/or Product B directly
                  or indirectly to a clothing  manufacturer  for use in Garments
                  which are to be  supplied to the USA Market and where TPI does
                  not  wish to sell  Product  A and/or  Product  B  directly  or
                  indirectly   to  such  clothing   manufacturer   and  has  not
                  transferred  or  sub-licensed  the  right  to do so or has not
                  granted  a right  that  this  would  affect  then  with  TPI's
                  agreeement Pro-Fit shall have the right to manufacture Product
                  A and/or  Product B and to sell Product A and/or


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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                  Product  B to  such  clothing  manufacturers,  such  agreement
                  provided that such  agreement will be given only in TPI's sole
                  discretion
         3.9      In the  event  that  Pro-Fit  requests  TPI to sell  Product A
                  and/or Product B to a clothing manufacturer located within the
                  Part 1  Territory  for use in  garments  which  are not  being
                  supplied  to the USA  Market  and TPI does not wish to supply,
                  with  TPI's   agreement   Pro-Fit  shall  have  the  right  to
                  manufacture,  market,  distribute,  sell,  offer  for  sale  &
                  license Product A and Product B to such clothing manufacturers
                  for use in  garments  which are not to be  supplied to the USA
                  Market,  provided  that such  agreement  will be given only in
                  TPI's sole discretion.

4.       SECURING PAYMENTS FOR EQUIPMENT ORDERS
-----------------------------------------------
         4.1      TPI shall pay to Pro-Fit, as provided in Clause 4.2:
                  4.1.1    the  price  of  the   Equipment   to  be  ordered  in
                           connection with the signing of this Agreement.
                  4.1.2    the price of Interlining Stock
                  4.1.3    training costs pursuant to Clause 6.6
         4.2      TPI  will  provide  to  Pro-Fit  on the  Commencement  Date an
                  irrevocable  60 day letter of credit in customary form against
                  which the  Equipment  and  Interlinings  will be  ordered  and
                  shipped and  training  provided  and  thereafter  Pro-Fit will
                  endeavour  to  achieve   payment  terms  for  all   subsequent
                  shipments to TPI on 60 day open terms.  PROVIDED  however that
                  the foregoing is conditional upon Pro-fit  obtaining  coverage
                  on TPI from  Pro-Fit's  factoring  company and/or that similar
                  terms are available from the applicable suppliers of equipment
                  and/or raw materials
         4.3      TPI shall *** in respect of royalties payable  hereunder.  The
                  payment   will  be  made  in  the  first  Year  by   quarterly
                  instalments  of *** USD  payable  on the first day of each ***
                  Quarter as specified in Schedule 5

5.       INSPECTION FACILITY
----------------------------
         Pro-Fit  shall  when so  requested  by TPI  demonstrate  Process  A and
         Process  B at its  factory  in  Bradford,  England  to TPI's  potential
         clients

6.       EQUIPMENT
------------------
         6.1      Pro-Fit shall sell and TPI shall purchase the Equipment at the
                  price as specified in Schedule 3 at a price to be agreed.  TPI
                  shall  have  the  right  to  resell  such   Equipment  to  any
                  sublicensee of TPI. Notwithstanding anything set forth in this
                  Clause 6, if TPI can demonstrate to Pro-Fit that it can obtain
                  the Equipment (except the Pro-Fit Machine) from an alternative
                  manufacturer  at a lower  price  than  the  price  offered  by
                  Pro-Fit (but of the same or  sufficient  standard and quality)
                  then TPI shall  give  Pro-Fit


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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                  the opportunity to match such price. If Pro-Fit does not match
                  such  price,  then TPI shall have no  obligation  to  purchase
                  Equipment from Pro-Fit.
         6.2      Pro-Fit  shall offer to sell and if requested by TPI,  sell to
                  TPI, any  improvements or  modifications to the Equipment that
                  Pro-Fit may design or manufacture at Prices To Be Agreed
         6.3      In the event  that TPI  seeks  additional  Equipment,  Pro-Fit
                  shall sell such  additional  Equipment  to TPI at Prices To Be
                  Agreed
         6.4      Payment  of the price for the  Equipment  ordered  on the date
                  hereof and any additional  Equipment  shall be as specified in
                  Clause 4.2
         6.5      Pro-Fit shall  promptly  install the Equipment and ensure that
                  the  Equipment  is  in  full  and  proper   working  order  in
                  compliance  with all provided  specifications.  Pro-Fit  shall
                  also provide TPI with training as specified in Schedule 3
         6.6      As  soon  as  practicable  (which  shall  be  assessed  at the
                  discretion of Pro-Fit acting  reasonably)  after the Equipment
                  has been delivered and  commissioned and TPI's staff have been
                  trained in the use of Process A, then  Pro-Fit  will advise on
                  the methodology for and implementation of Process B, including
                  (but not limited to) requirements for and procurement of plant
                  and  machinery,  and  training  (at  the  rates  specified  in
                  Schedule 3)
         6.7      The same procedure set forth in Clause 6.6 shall apply for the
                  implementation of Process C and Process D
         6.8      The target dates for  implementation,  which Pro-Fit shall use
                  its best efforts to achieve,  are as follows:
                  ***
                  ***
                  ***
         6.9      Pro-Fit shall perform all  activities  that TPI may reasonably
                  request to convey and document the Know-how to TPI
         6.10     Pro-Fit  shall  provide  TPI with  spare  parts to repair  the
                  Pro-Fit processing machines forming part of the Equipment free
                  of  charge  for one year  following  the  completion  of their
                  installation  or  pay  to  have  such  activities   performed.
                  Notwithstanding   any  provision  of  this  Agreement  to  the
                  contrary,  Pro-Fit will introduce TPI to all Pro-Fit's sources
                  for the Equipment  (except the Pro-Fit Machine) and assist TPI
                  to arrange for direct  purchases  of such  Equipment.  Pro-Fit
                  will   transfer  to  TPI  the  benefits  of  all


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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<PAGE>


                  third party  warranties on all  Equipment  (except the Pro-Fit
                  Machine) sold to TPI and on such  transfer  Pro-Fit shall have
                  no future liability under this Clause.
         6.11     The Equipment shall be in good working order, free of defects,
                  merchantable and fit for their intended purpose,  conform with
                  all  of  the  laws,  rules  and  regulations   covering  their
                  operation, and be free and clear of all liens and encumbrances
                  so  that  valid  title  passes  to TPI  and  with  full  title
                  guarantee
         6.12     If Pro-Fit is unable or  unwilling,  other than for a material
                  breach  of this  Agreement  by TPI,  to sell and  deliver  the
                  Pro-Fit Machine to TPI (on  commercially  reasonable terms and
                  delivery  schedules  as referred to in  Schedule  3),  Pro-Fit
                  grants TPI  (without  limiting  TPI's  rights to pursue  other
                  remedies)  a license  to  manufacture  or have such  Equipment
                  manufactured

7.       PAYMENT PROVISIONS
---------------------------
         If any sum payable under this Agreement is not paid when due, then such
         sum shall  bear  interest  from the due date  until  payment is made in
         full, both before and after judgement, at ***% per annum above Barclays
         Bank plc base rate from time to time

8.       TERM AND TERMINATION
-----------------------------
         8.1      This Agreement shall come into effect on the Commencement Date
                  and unless  terminated  earlier  under the  provisions of this
                  Agreement shall remain in full force and effect until the date
                  upon which the Know-how ceases to be secret and substantial in
                  the whole of the  Territory  or if it is later,  the date upon
                  which the Patent expires
         8.2      Either  party may  terminate  this  Agreement  with  immediate
                  effect by giving to the other notice if the other:
                  8.2.1    commits any  material  breach of this  Agreement  and
                           fails to remedy the same within  either:  (1) 60 days
                           if it is the  first  occurrence  of a breach  by such
                           party,  or (2) 30 days if it is other  than the first
                           occurrence  of a breach by such party,  of service of
                           notice by the  non-defaulting  party  specifying  the
                           breach and requiring it to be remedied; or
                  8.2.2    becomes  bankrupt  or  insolvent  or enters  into any
                           arrangement  with its  creditors  or takes or suffers
                           any similar actions in consequence of debt

         8.3      All licenses  granted by Pro-Fit  under this  Agreement may be
                  rendered   non-exclusive   by  written   notice  from  Pro-Fit
                  delivered at any time after the fifth Year of the term of this
                  Agreement   if  ***  and  TPI  has   failed   to   demonstrate
                  commercially reasonable efforts to reach this royalty level in
                  the succeeding year.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

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<PAGE>


                  Such  written  notice  shall be served  not later than 60 days
                  after the issue of the  auditor's  certificate  referred to in
                  Clause 16.5
         8.4      The rights to terminate  this  Agreement  given by this clause
                  and any other clause in this Agreement shall not prejudice any
                  other right or remedy of either party

9.       CONSEQUENCES OF TERMINATION
------------------------------------
         Upon the termination of this Agreement:
         9.1      by TPI  pursuant to a material  breach of contract by Pro-Fit,
                  Pro-Fit shall fulfill all outstanding  orders for Interlinings
                  and will repurchase all Equipment and any unused  interlinings
                  at book value  following  expiration  of the  licenses  as set
                  forth in Clause 9.2
         9.2      Except  in  the  case  of  expiration  of  the  Term  of  this
                  Agreement,  TPI shall  retain a  nonexclusive,  sublicensable,
                  transferable,   and   irrevocable   license  to   manufacture,
                  distribute,  sell,  offer to sell and license the  Products in
                  the Territory for one year  following the date of  termination
                  in order to complete  ongoing  sales  programs (the "Wind Down
                  Period")
         9.3      Pro-Fit  shall,  at the  instruction of TPI,  return,  delete,
                  overwrite   or  destroy  all  TPI   Confidential   Information
                  disclosed   hereunder,   and  provide   written   confirmation
                  certified by an officer of Pro-Fit to such effect
         9.4      The   provisions  of  the  following   clauses  shall  survive
                  termination of this Agreement for whatever reason:  Clauses 9,
                  10,  11, 12 (but only  during the Wind Down  Period),  14 (but
                  only during the Wind Down Period),  15.1,  15.6 , 16 (but only
                  during the Wind-Down Period) and 18-27.

10.      LIABILITY
------------------
         TPI shall  indemnify  and hold  harmless  Pro-Fit  from and against all
         claims by any person whatsoever for injury to person or property and in
         respect of all  costs,  expenses  and  liabilities,  injuries,  losses,
         damages,  proceedings  or legal costs (on a full  indemnity  basis) and
         judgements   which  Pro-Fit  incurs  or  suffers  and  which  arise  in
         connection  with  or out  of the  use  of  TPI's  negligent  use of the
         Equipment,  excluding death, property damage or personal injury arising
         out of the negligence of Pro-Fit

11.      PATENTS AND KNOW-HOW
-----------------------------
         11.1     Pro-Fit  represents  and warrants that to its best  knowledge,
                  the manufacture  and/or  distribution and sale of the Products
                  under the Patent and Know-how  does not infringe the rights of
                  any third  party in the  Territory  or any other  intellectual
                  property rights


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       11


<PAGE>


         11.2     Pro-Fit  shall at its own cost pay all renewal fees and do all
                  such  acts  and  things  as may  be  reasonably  necessary  to
                  maintain  the Patent and the  confidentiality  of its Know-how
                  licensed hereunder
         11.3     Pro-Fit  represents and warrants that [(i)] it owns the Patent
                  and Know-how  and has the right to grant the rights  hereunder
                  and [(ii) the Patent is valid and enforceable

12.      IMPROVEMENTS
---------------------
         12.1     Each party shall  disclose to the other in  confidence  and in
                  such   detail  as  the  other  may   reasonably   require  all
                  Improvements  that it may develop or acquire  except in so far
                  as it is  prohibited  from doing so by law or by obligation to
                  any other person. Pro-Fit shall not hereinafter enter into any
                  obligation with any other person prohibiting disclosure to TPI
                  of the Improvements
         12.2     Improvements which Pro-Fit is due to disclose to TPI hereunder
                  shall form part of the Know-how
         12.3     Pro-Fit shall have a non-exclusive,  irrevocable, royalty free
                  licence  (without  limit of time and with the  right to assign
                  and to grant sub-licences  thereunder) to use all Improvements
                  that  TPI  discloses  to  Pro-Fit  hereunder  outside  of  the
                  Territory

13.      INFRINGEMENT BY A THIRD PARTY
--------------------------------------
         13.1     TPI shall  inform  Pro-Fit  promptly in writing of any alleged
                  infringement  of the Licensed  Patent  Rights by a third party
                  and of any available evidence thereof.
         13.2     Pro-Fit shall have the right,  but shall not be obligated,  to
                  prosecute at its own expense all infringements of the Licensed
                  Patent Rights and, in  furtherance  of such right,  TPI hereby
                  agrees that  Pro-Fit may include TPI as a party  plaintiff  in
                  any such suit,  without  expense to TPI. The total cost of any
                  such  infringement  action  commenced  or  defended  solely by
                  Pro-Fit shall be borne by Pro-Fit,  and Pro-Fit shall keep any
                  recovery or damages for past infringement derived therefrom.
         13.3     If within three (3) months  after  having been  notified of an
                  alleged infringement,  Pro-Fit shall have been unsuccessful in
                  persuading the alleged  infringer to desist and shall not have
                  brought   and  shall   not  be   diligently   prosecuting   an
                  infringement  action,  or if Pro-Fit  shall  notify TPI at any
                  time prior  thereto of its intention not to bring suit against
                  any alleged  infringer in the  Territory,  then,  and in those
                  events  only,  TPI  shall  have the  right,  but  shall not be
                  obligated, to prosecute at its own expense any infringement of
                  the Licensed Patent Rights in the Territory,  and TPI may, for
                  such purposes, use the name of Pro-Fit as party plaintiff.  No
                  settlement,   consent   judgment


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       12


<PAGE>


                  or  other  voluntary  final  disposition  of the  suit  may be
                  entered  into  without the consent of Pro-Fit,  which  consent
                  shall not unreasonably be withheld.
         13.4     In the  event  that TPI  shall  undertake  litigation  for the
                  enforcement of the Licensed Patent Rights in the Territory, or
                  the  defense of the  Licensed  Patent  Rights  under the prior
                  Clause  13.3,  TPI may  withhold  up to  ***% of the  payments
                  otherwise  thereafter due Pro-Fit  hereunder (but not payments
                  due in Year 1) and  apply  the same  toward  reimbursement  of
                  TPI's  expenses,  including  reasonable  attorneys'  fees,  in
                  connection therewith.  Any recovery of damages by TPI for each
                  such  suit  shall  be  applied  first in  satisfaction  of any
                  unreimbursed  expenses  and legal fees of TPI relating to such
                  suit,  and  next  toward  reimbursement  of  Pro-Fit  for  any
                  payments  under  Article 4 past due or  withheld  and  applied
                  pursuant to this Clause 13.4.  The balance  remaining from any
                  such  recovery  shall  be  divided  ***%  to TPI  and  ***% to
                  Pro-Fit, respectively
         13.5     In the  event  that a  declaratory  judgment  action  alleging
                  invalidity or non  infringement  of any of the Licensed Patent
                  Rights shall be brought  against Pro-Fit or TPI,  Pro-Fit,  at
                  its  option,  shall have the right,  within  thirty  (30) days
                  after  commencement  of such  action,  to take  over  the sole
                  defense of the action at its own expense. If Pro-Fit shall not
                  exercise  this  right,  TPI may take over the sole  defense at
                  TPI's sole expense, subject to the prior Clause 13.4.
         13.6     In any  infringement  suit as either  party may  institute  to
                  enforce the Licensed Patent Rights pursuant to this Agreement,
                  the other party  hereto  shall,  at the request and expense of
                  the party initiating such suit, cooperate in all respects and,
                  to the  extent  possible,  have  its  employees  testify  when
                  requested  and  make  available   relevant  records,   papers,
                  information, samples, specimens, and the like.

14.      ALLEGED INFRINGEMENT BY TPI
------------------------------------
         In the event that a court  issues a  temporary  restraining  order or a
         preliminary or permanent  injunction based on claims that TPI infringes
         the rights of a third party due to TPI's  exercise of any of its rights
         hereunder,  Pro-Fit  shall  either:  (1) contest  the  validity of such
         claim,  including,  without  limitation,  filing an  opposition  to any
         infringement action brought pursuant to such claim (2) obtain a license
         from such third  party,  at  Pro-Fit's  sole  expense,  to allow TPI to
         continue  exercising its rights hereunder,  or (3) modify its Processes
         so that  they are no longer  infringing  while  insuring  substantially
         equivalent benefits from the standpoint of performance,  functionality,
         cost,  marketability and  manufacturability.  In the event that a third
         party shall obtain a final judgement in such party's favor with respect
         to


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       13


<PAGE>


         such  infringement  claim,  Pro-Fit shall take the actions described in
         clauses (2) and (3) of the preceding sentence

15.      INTERLININGS
---------------------
         15.1     TPI recognises and agrees that:
                  15.1.1   the Equipment has been manufactured and installed for
                           use in  conjunction  with  Interlinings  produced and
                           manufactured  by  suppliers  approved  by  Pro-Fit as
                           producing Interlinings of an appropriate standard and
                           quality level, sufficient for mass-market production;
                  15.1.2   the  Interlinings so produced and manufactured are of
                           a level of  quality  sufficient  for mass  production
                           using the Processes, and are necessary for the proper
                           exploitation  of the  Processes  and the operation of
                           the Equipment; and
                  15.1.3   the  use  of  Interlinings  of a  standard  presently
                           provided by Pro-Fit is a  reasonable  requirement  of
                           Pro-Fit  and  necessary  to protect  the value of its
                           trademarks and the goodwill therein
                  15.1.4   Pro-Fit represents and warrants that the Interlinings
                           will  be  of a  quality  level  sufficient  for  mass
                           production using the Processes
         15.2     Having  regard to the issues set out in the  foregoing  clause
                  TPI agrees  that,  subject  hereto,  it will  purchase all its
                  requirement  for  Interlinings to be used in the production of
                  the  Products  from  Pro-Fit  and  Pro-Fit  agrees to promptly
                  supply TPI with its ordered  Interlinings in the normal course
                  of business.
         15.3     The  Interlinings  will be  purchased  from  Pro-Fit by TPI at
                  Prices To Be Agreed upon from time to time
         15.4     If TPI can  demonstrate  to  Pro-Fit  that it can  source  the
                  Interlining from an alternative supplier at a lower price than
                  the Pro-Fit price but of the same or  sufficient  standard and
                  quality (as to which Pro-Fit shall advise,  acting  reasonably
                  properly  and  promptly)  then  TPI  shall  give  Pro-Fit  the
                  opportunity  to  match  such  price  (landed  duty  paid)  and
                  delivery.  If Pro-Fit  does not match such price  (landed duty
                  paid) and delivery then this clause shall cease to have effect
         15.5     If for any reason,  Pro-Fit is  unwilling or unable to fulfill
                  any order for Interlinings  from TPI, TPI shall have the right
                  to  immediately  and  thereafter  source  Interlining  from an
                  alternative supplier
         15.6     Pro-Fit represents and warrants that the Interlinings supplied
                  by Pro-Fit  shall be in good  working  order,  comply with the
                  samples and  specifications  thereof  provided to TPI, free of
                  defects,  merchantable  and fit for  their  intended  purpose,
                  conform with all of the laws,  rules and regulations  covering
                  their manufacture, distribution, use and


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       14


<PAGE>


                  sale, and be free and clear of all liens and  encumbrances  so
                  that  valid  title  passes  to TPI;  provided,  however,  that
                  Pro-Fit  shall  not  be  responsible   for   compliance   with
                  regulatory standards for territories other than the USA and UK
                  unless Pro-Fit has been notified of the applicable  regulatory
                  standards prior to its receipt of the applicable order.
         15.7     Where   Pro-Fit  has   specified  a  standard  or  quality  of
                  Interlining,  it warrants that such standard and quality shall
                  be sufficient for the intended purpose.

16.      ROYALTIES
------------------
         16.1     In  consideration  of the rights  granted under this Agreement
                  TPI shall, subject to the following provisions, pay to Pro-Fit
                  a royalty at the rate specified in Part I of Schedule 5
         16.2     Royalties  payable  under this clause  shall be paid within 45
                  days  after the end of the second  Quarter  (of each Year) for
                  the royalties  accrued  during the first two Quarters (of each
                  Year) and 90 days after the end of the Fourth Quarter (of each
                  Year) for the royalties  accrued  during the last two Quarters
                  (of each Year),  at which times TPI shall deliver to Pro-Fit a
                  statement showing how the payments were calculated
         16.3     TPI shall keep true and accurate Records in sufficient  detail
                  to enable the amount of all royalties to be determined
         16.4     TPI shall at the  reasonable  request of Pro-Fit  from time to
                  time allow  Pro-Fit or its agent (or procure  that  Pro-Fit or
                  its agent is  allowed) to inspect the  Records,  at  Pro-Fit's
                  expense  (subject  to  reimbursement  below) and to the extent
                  that they relate to the calculation of the royalties,  to take
                  copies of them
         16.5     TPI shall at  Pro-Fit's  expense  obtain and submit to Pro-Fit
                  within  90  Business  Days  after  the  end  of  each  Year  a
                  certificate  by  TPI's  auditors  or  an  independent  royalty
                  statement  auditor that the statements  submitted in that Year
                  are true and accurate
         16.6     If following an inspection or auditor's  certificate  pursuant
                  to this clause it transpires that the amount of royalties paid
                  in  respect  of the Year fell  short of the  amount  which was
                  properly payable in that Year then TPI shall within 7 Business
                  Days of the date of the  inspection or certificate as the case
                  may be, as Pro-Fit's sole remedy for such  shortfall,  pay the
                  shortfall  to Pro-Fit.  In the event that the  shortfall is an
                  amount which  exceeds ***% of the amount of royalties  paid in
                  respect of such Year, then TPI shall reimburse Pro-Fit for the
                  reasonable  costs and  expenses  up to *** of the  inspection,
                  including  costs of Pro-Fit as well as auditors  costs. In the
                  event of a dispute  regarding  any alleged  shortfall or if an
                  obligation to render a payment is disputed, TPI shall have the
                  right to deposit the disputed amount in escrow and


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       15


<PAGE>


                  submit such dispute to arbitration in Los Angeles, California.
                  TPI  shall  not be in  breach  or  default  of this  Agreement
                  provided  that the disputed  amount is deposited in escrow and
                  the arbitration  proceedings are in process.  In the event the
                  inspection  reveals an overpayment by TPI, TPI shall receive a
                  credit against the next payment due hereunder in the amount of
                  such overpayment.
         16.7     TPI guarantees that the minimum  royalties payable during each
                  Year  shall  be  as   specified   in  Part  2  of  Schedule  5
                  irrespective  of  the  amount  of  Product  actually  sold  or
                  supplied
         16.8     In the event that the aggregate royalty payments due in a Year
                  are in excess of the  guaranteed  amount then TPI shall pay to
                  Pro-Fit such shortfall within 90 days of the end of such Year.
         16.9     Within 30 Business  Days of each Quarter end TPI shall deliver
                  a quarterly  report to Pro-Fit  describing  its  progress  and
                  developments   with   its   manufacturing   and   distribution
                  activities   in  the   immediately   preceding   Quarter   and
                  projections for the forthcoming Quarter. However, it shall not
                  be a breach of this Agreement (unless such report is more than
                  30 days late)

17.      EQUITY
---------------
         17.1     Within 5 business  days of the  execution and delivery of this
                  Agreement TPI shall deliver and issue to Pro-Fit,  one hundred
                  fifty  thousand  (150,000)  shares of TPI's common stock,  par
                  value $0.001 per share (the "Shares").
         17.2     Subject to the  restrictions  set forth in Clauses 17.4,  17.5
                  and 17.8 below, Pro-Fit shall not directly or indirectly sell,
                  assign, pledge, dispose,  convey, gift, hypothecate,  encumber
                  or otherwise transfer (each a "Transfer") any Shares except in
                  accordance with the following schedule:
                  17.2.1   ***
                  17.2.2   ***; and
                  17.2.3   ***
         17.3     In  the   event   of  any   stock   dividend,   stock   split,
                  recapitalization  or other change affecting TPI's  outstanding
                  common  stock  as  a  class   effected   without   receipt  of
                  consideration,   then  any  new,   substituted  or  additional
                  securities or other property  (including money paid other than
                  as a  regular  cash  dividend)  which is by reason of


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       16


<PAGE>


                  any such  transaction  distributed  with respect to the Shares
                  shall be subject  to the  Transfer  restrictions  set forth in
                  Clause  17.2  above,  but only to the extent the Shares are at
                  the time covered by such right.
         17.4     Pro-Fit  understands  and  acknowledges,  and  represents  and
                  warrants  to TPI,  that (a) Pro-Fit  understands  that it must
                  bear the economic risk of its  investment  in the Shares;  (b)
                  the Shares have not been  registered  under the Securities Act
                  of 1933,  as  amended  (the  "Securities  Act")  or any  state
                  securities  laws and are being  offered  and sold in  reliance
                  upon  exemptions  provided  in the  Securities  Act and  state
                  securities  laws for  transactions  not  involving  any public
                  offering  and,  therefore,  cannot be  resold  or  transferred
                  unless they are  subsequently  registered under the Securities
                  Act and applicable state laws or unless an exemption from such
                  registration  is  available;  (c)  Pro-Fit is  purchasing  the
                  Shares for investment  purposes only for Pro-Fit's own account
                  and not with  any view  toward  a  distribution  thereof;  (d)
                  Pro-Fit does not  presently  have any  contract,  undertaking,
                  agreement or arrangement with any person to sell,  transfer or
                  pledge  the  Shares to such  person or anyone  else,  and such
                  party does not have any  present  plans to enter into any such
                  contract,  undertaking,  agreement or arrangement; (e) Pro-Fit
                  is an  "accredited  investor"  as that term is defined in Rule
                  501(a)  of  the  General  Rules  and  regulations   under  the
                  Securities  Act;  (f) the  purchase and sale of the Shares and
                  all offers with respect thereto will take place and have taken
                  place  in  Los  Angeles  County,   California;   and  (g)  the
                  certificate(s)  representing  the Shares shall bear legends in
                  substantially the following form:
                  "The securities  represented by this certificate have not been
                  registered  under the  securities act of 1933, as amended (the
                  "act") or the securities laws of any state and may not be sold
                  or  otherwise  disposed  of except  pursuant  to an  effective
                  registration  statement  under such act and  applicable  state
                  securities  laws or pursuant to an applicable  exemption  from
                  the  registration  requirements of such act and such laws. The
                  company may require a satisfactory  opinion of counsel for the
                  holder that such transfer is exempt from the  requirements  of
                  the act."
                  "The shares  represented by this  certificate may not be sold,
                  assigned,  transferred,  encumbered or in any manner  disposed
                  of,  except  in  compliance  with the  terms  of that  certain
                  license  agreement (the "agreement") by and between the issuer
                  of the shares  represented by this  certificate (the "issuer")
                  and the holder of such shares, dated as of _________ __, 2002,
                  pursuant   to  which   certain   restrictions   apply  to  the
                  transferability of the shares represented by this certificate.
                  The secretary of the issuer


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       17


<PAGE>


                  will upon written  request furnish a copy of such agreement to
                  the holder hereof without charge."
         17.5     Pro-Fit  agrees  that it will not  Transfer  any of the Shares
                  without  complying  with  each of the  restrictions  set forth
                  herein and  pursuant  to  applicable  law and  agrees  that in
                  connection  with any such  Transfer it will,  if  requested by
                  TPI,  deliver at its expense to TPI an opinion of counsel,  in
                  form and substance reasonably  satisfactory to TPI and counsel
                  for  TPI,  that  such  Transfer  is  not in  violation  of the
                  securities  laws of the United  States of America or any state
                  thereof  having  jurisdiction  with respect to such  Transfer.
                  Each   certificate   or  instrument   evidencing   the  Shares
                  Transferred  as above shall bear the  appropriate  restrictive
                  legends set forth above,  except that such  certificate  shall
                  not be required to bear the first such restrictive  legend set
                  forth above,  if in the opinion of counsel for TPI such legend
                  is not required  (under Rule 144(k) or  otherwise) in order to
                  establish  compliance  with any  provisions of the  Securities
                  Act.   Notwithstanding   anything  set  forth  herein  to  the
                  contrary,  Pro-Fit shall not Transfer any of the Shares except
                  in accordance with Clauses 17.2 and 17.8.
         17.6     Pro-Fit  represents  and  warrants  to  TPI  that  (1)  it has
                  received  all   information   necessary  and  appropriate  for
                  deciding  whether to acquire  the  Shares,  (2) it has had the
                  opportunity  to ask  questions  and  obtain  answers  from TPI
                  regarding  the terms and  conditions  of the  issuance  of the
                  Shares and the business  prospects and financial  condition of
                  TPI,  and  (3)  it is  not  relying  on  the  accuracy  of any
                  projections   with  respect  to  TPI  or  TPI's   business  or
                  operations in its decision to acquire the Shares.
         17.7     TPI  represents  and  warrants to Pro-Fit that the Shares have
                  been duly authorised by all necessary  corporate action on the
                  party of TPI and,  when  payment  is made  for the  Shares  in
                  accordance  with this  Agreement,  the Shares shall be validly
                  issued,  fully  paid,  and  nonassessable  and will be free of
                  restrictions on transfers other than restrictions contained in
                  this  Agreement  and  under   applicable   state  and  federal
                  securities laws.
         17.8     Notwithstanding  Clause  17.2  hereof,  Pro-Fit  shall  not be
                  permitted  to Transfer  any of the Shares  unless  Pro-Fit has
                  complied with this Clause 17.8. If Pro-Fit intends to Transfer
                  any of its  Shares,  Pro-Fit  shall give  written  notice (the
                  "Seller's  Notice") to TPI at least fifteen (15) calendar days
                  prior to the closing of such  Transfer,  stating  that Pro-Fit
                  intends  to make  such a  Transfer,  identifying  the name and
                  address of the  prospective  purchaser  or  transferee  (or if
                  Transfer is an  unsolicited  broker  transaction,  it shall so
                  state) (the "Proposed  Transferee"),  specifying the number of
                  Shares  proposed to be purchased  or acquired  pursuant to the
                  offer (the "First  Refusal


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       18


<PAGE>


                  Shares") and  specifying  the per share purchase price and the
                  terms and conditions of such Transfer. A Seller's Notice shall
                  constitute  an  irrevocable  election  by  Pro-Fit to sell the
                  Shares identified therein to TPI.
         17.9     TPI shall have the irrevocable  and exclusive  option (but not
                  the  obligation)  to purchase any or all of the First  Refusal
                  Shares  at a price per  share  equal to the  lesser of (i) the
                  average  closing  price  of the  Shares  during  the  five (5)
                  trading  days  immediately  preceding  the date  the  Seller's
                  Notice is  delivered by Pro-Fit or (ii) the terms set forth in
                  the Seller's Notice (the "Sale Price").  TPI may exercise such
                  option by  delivering  within  fifteen (15)  calendar  days of
                  receipt of the Seller's  Notice a written notice (the "Company
                  Notice")  to the  Proposed  Seller  stating  its  election  to
                  exercise  its option  under this Clause 17.9 and the number of
                  First  Refusal  Shares it is willing to  purchase  at the Sale
                  Price,  and  such  notice  shall  constitute  and  irrevocable
                  commitment  to  purchase  such  Shares.  In the event that TPI
                  delivers a Company Notice,  the closing of the Transfer of the
                  First  Refusal  Shares from Pro-Fit to TPI shall take place at
                  the offices of TPI within 5 business  days of the  delivery of
                  such Company Notice, or at such other time and place as may be
                  mutually agreed upon by Pro-Fit and TPI.
         17.10    If any shares are not elected to be  purchased by TPI pursuant
                  to Clause 17.9,  then,  subject to Clauses 17.2, 17.4 and 17.5
                  hereof,  Pro-Fit  shall be free,  for a period of ninety  (90)
                  days from the date of the Seller's Notice,  to sell the Shares
                  to the Proposed  Transferee,  at a price per share equal to or
                  greater  than the Sale Price and upon terms no more  favorable
                  to the Proposed  Transferee (or unsolicited broker transaction
                  as specified in the Seller's  Notice) than those  specified in
                  the  Seller's  Notice.  Any  Transfer of the  remaining  First
                  Refusal  Shares by the  Pro-Fit  after the end of such  ninety
                  (90) day  period or any change in the terms of the sale as set
                  forth in the Seller's  Notice which are more  favorable to the
                  Proposed  Transferee  shall  require a new notice of intent to
                  Transfer  to be  delivered  to TPI and shall give rise anew to
                  the rights provided in the preceding Clauses 17.8 and 17.9.

18.      ASSIGNMENT AND SUB-CONTRACTING
---------------------------------------
         18.1     Pro-Fit  will be entitled at any time to assign the benefit or
                  delegate  the  burden  of this  Agreement  without  the  prior
                  consent  of TPI in the event  that  Pro-Fit  is liable for the
                  performance of its assignee
         18.2     Pro-Fit shall be entitled to carry out its  obligations  under
                  this Agreement through any agents or sub-contractors appointed
                  by it in its reasonable  discretion for that purpose


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       19


<PAGE>


                  provided  that such third  party is capable  of  providing  an
                  equivalent  level of  service  and  Pro-Fit  is liable for the
                  performance of such third party
         18.3     TPI shall have the right to  sublicense  its rights under this
                  Agreement to any third party,  (provided that in the case of a
                  proposed  sublicense to a manufacturer  of  Interlinings,  the
                  sub-license  shall be subject to the prior written  consent of
                  Pro-Fit  which  shall  not be  unreasonably  withheld)  and to
                  assign  this  Agreement  to  any  third  party  that  acquires
                  substantially   all  of  TPI's  assets  or  to  any  of  TPI's
                  subsidiaries

19.      CONFIDENTIALITY
------------------------
         19.1     CONFIDENTIAL  INFORMATION.  During the Term,  either party may
                  come  into  possession  of  the  other  party's   Confidential
                  Information. For the purposes of this Agreement, "Confidential
                  Information"  means any information that a party designates as
                  confidential  or which the receiving party knows or has reason
                  to know  is  confidential.  Without  limiting  the  foregoing,
                  Confidential  Information  includes  financial,  business  and
                  technical  plans and  strategies,  inventions,  new  products,
                  services  or  technology.  Confidential  Information  does not
                  include  information  which  is:  (a)  already  known  by  the
                  receiving party at time of disclosure; (b) or becomes, through
                  no act or fault of the receiving  party,  publicly known;  (c)
                  received by the  receiving  party from a third party without a
                  restriction  on  disclosure  or  use;  or  (d)   independently
                  developed  by the  receiving  party  without  reference to the
                  disclosing  party's  Confidential  Information.  The receiving
                  party may  disclose  Confidential  Information  to the  extent
                  required to be  disclosed  by a court or  governmental  agency
                  pursuant to a statute,  regulation  or valid order  including,
                  but not limited to, the rules of the American  Stock  Exchange
                  or any subsequent  stock exchange on which the securities of a
                  party are  listed;  provided  that the  receiving  party first
                  notifies the disclosing  party and gives it the opportunity to
                  seek a protective order or to contest such required disclosure
         19.2     RESTRICTIONS.  Each party  shall hold the  disclosing  party's
                  Confidential  Information in confidence and shall not use such
                  information  except as permitted  under this  Agreement.  Each
                  party shall use the same precautions to prevent  disclosure to
                  third  parties  of such  information  as it uses  with its own
                  confidential information,  but in no case less than reasonable
                  efforts
         19.3     ADDITIONAL OBLIGATIONS.  Each party agrees (i) not to alter or
                  remove any identification of any copyright, trademark or other
                  proprietary rights notice which indicates the ownership of any
                  part of the Confidential  Information,  and (ii) to notify the
                  other party of the  circumstances  surrounding any possession,
                  use or knowledge of the Confidential Information by any person
                  or entity other than those authorized by this


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       20


<PAGE>


                  Agreement

20.      RIGHT OF SET-OFF
-------------------------
         TPI shall have the  right to set-off and withhold  any amounts  payable
         hereunder to Pro-Fit against any amounts owed to TPI hereunder.

21.      REPRESENTATIONS
------------------------
         Each party  acknowledges  that in entering into this  Agreement it does
         not do so in reliance  on any  representations,  warranty or  otherwise
         provisions  except as expressly  provided  herein,  and any conditions,
         warranties or other terms implied by statute or common law are excluded
         from this Agreement to the fullest extent permitted by law

22.      SEVERABILITY
---------------------
         If any of the provisions is judged to be illegal or unenforceable,  the
         continuation in full force and effect of the remaining  provisions will
         not be prejudiced

23.      WAIVER
---------------
         No exercise or failure to  exercise or delay in  exercising  any right,
         power or remedy by either party will  constitute a waiver by that party
         of any right, power or remedy

24.      THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
---------------------------------------------------------
         The  Contracts  (Rights of Third  Parties)  Act 1999 shall not apply to
         (and no person other than the parties hereto or their lawful successors
         in title shall be entitled to enforce) any of the provisions hereof

25.      NOTICES
----------------
         25.1     Any demand,  notice or other communication given or made under
                  or in connection  with this Agreement  shall be in writing and
                  shall be given to  Pro-Fit or to TPI as the case may be either
                  personally, by post (registered or airmail as appropriate), by
                  facsimile  to the  address  stated  at the  beginning  of this
                  Agreement,  or to such  other  address,  facsimile  or name as
                  either party may from time to time designate by written notice
                  to the other
         25.2     Notices and  communications  so designated  shall be deemed to
                  have been duly given or made:
                  24.2.1   if delivered by hand upon  delivery at the address of
                           the relevant party;
                  24.2.2   if sent by  airmail  10  Business  Days  after  being
                           posted; or
                  24.2.3   if sent by facsimile  one Business Day after the date
                           of  transmission  (provided a confirmatory  letter is
                           sent on the day of transmission by airmail)

26.      GOVERNING LAW AND JURISDICTION
---------------------------------------

         26.1     This  Agreement  is  governed  by and  shall be  construed  in
                  accordance with English law


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       21


<PAGE>


         26.2     The Courts of England shall have non-exclusive jurisdiction to
                  settle any dispute  which may arise out of this  Agreement and
                  the parties  agree to submit to such  jurisdiction;  provided,
                  however that the parties  shall be entitled to seek  emergency
                  and equitable relief in any court of applicable  jurisdiction,
                  including courts located within the Territory and the venue of
                  arbitration  required  hereby  shall  be as  specified  in the
                  applicable arbitration provisions.
         26.3     Notwithstanding the foregoing, matters relating to the Shares,
                  including, without limitation, Clause 17, shall be governed by
                  and  shall  be  construed  in  accordance  with  the  laws  of
                  California, USA

27.      INJUNCTIVE RELIEF.
---------------------------
         Pro-Fit  acknowledges  that the  remedies  at law are not  adequate  to
         protect  TPI's  interests,  and that  TPI  shall  be  entitled  to seek
         injunctive relief for any breach of this Agreement by Pro-Fit.

28.      FURTHER ASSURANCES
---------------------------
         Each of the parties to this  Agreement  shall execute any documents and
         perform any further acts as may be reasonably  required or desirable to
         carry  out the  provisions  of  this  Agreement  and  the  transactions
         contemplated hereby.

29.      COUNTERPARTS
---------------------
         This  Agreement  may be executed in two or more  counterparts,  each of
         which shall be deemed an original.  A facsimile copy of this Agreement,
         including signatures, shall be deemed an original

30.      ENTIRE AGREEMENT
-------------------------
         This Agreement, including the exhibits attached hereto, constitutes the
         entire Agreement and understanding  between the parties, and integrates
         all prior  discussions  between  the  parties  related  to its  subject
         matter.  No  modification  of any of the  terms  herein  shall be valid
         unless in writing and signed by an  authorized  representative  of each
         party

31.      INDEPENDENT CONTRACTORS
--------------------------------
         Each party  acknowledges  and agrees that it is dealing  with the other
         party as independent  contractors.  Nothing contained in this Agreement
         shall be interpreted as constituting either party the employee or agent
         of the other  party or as  conferring  upon  either  party the power of
         authority  to bind  the  other  party  in any  transaction  with  third
         parties.

32.      CONSTRUCTION
---------------------
         The parties  intend that each  representation,  warranty,  and covenant
         contained herein will have independent  significance.  If any Party has
         breached any representation,  warranty, or covenant contained herein in
         any  respect,  the  fact  that  there  exists  another  representation,


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       22


<PAGE>


         warranty or covenant relating to the same subject matter (regardless of
         the relative  levels of  specificity)  which the party has not breached
         will not detract  from or mitigate the fact that the party is in breach
         of the first representation, warranty, or covenant.




SIGNED on behalf of        )             /s/ Philip Morris
PRO-FIT HOLDINGS LIMITED   )             Philip Morris
                                         Joint Managing Director
                                         2nd April, 2002

SIGNED on behalf of        )             /s/ Ronda Sallmen
TAG-IT PACIFIC INC,        )             Ronda Sallmen


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       23


<PAGE>


SCHEDULE 1
                                                    THE PATENT
US Patent No. 5,987,721


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       24


<PAGE>


                                   SCHEDULE 2
                                 THE TERRITORIES

PART 1
------
USA
Mexico
Dominican Republic*
Honduras
Guatemala

*  Provided  that  TPI  acknowledges  that  Grupo  M has  been  granted  certain
non-exclusive  rights  to  manufacture  and  sell  Products  A in the  Dominican
Republic only and to sell garments  containing  Product A and Product B anywhere
in the world and that the exclusive  rights hereby  granted are subject to those
rights granted to Grupo M. Pro-Fit hereby confirms that Pro-Fit is not obligated
to supply any additional machines, raw materials, service or equipment to Groupo
M.


PART 2
------
Any other part of the world except Europe and  Scandinavia  where TPI desires to
establish a factory to  manufacture  Product A and/or  Product B which are to be
sold for use in Garments  which are to be supplied  for the USA Market or for US
Brand  garments.  For  purposes of  clarification,  in the  preceding  sentence,
"Europe"  excludes  Turkey and the  territories  and nations which comprised the
former Soviet Union.


PART 3 ***
----------

***:

a)       ***

OR

b)       ***

***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       25


<PAGE>


OR

c)       ***

AND

d)       ***


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       26


<PAGE>


                                   SCHEDULE 3

1. PRO-FIT MACHINES:
--------------------

As  regards  sales  and  delivery  of  Pro-Fit  machines  to  TPI,  commercially
reasonable terms shall be:

Price :(pound)*** ex works (not including packing, insurance and freight)

Delivery:  machinery will be available  normally for despatch  within 12 working
weeks following receipt of deposit.

Terms:  ***%  Deposit  with  order -  balance  on  despatch  (either  by cash or
irrevocable 60 day letter of credit capable of being discounted)

TPI shall give notice to Pro-fit of any significant changes in machinery volumes
required.


2. THE EQUIPMENT:
-----------------

This will be more  specifically  scheduled  according to  agreement  between the
parties in due course, it is anticipated that the approximate  values will be in
the order of: (pound)*** and may include the following items (the prices of each
item shown are approximate in (pound) sterling):

1.  Band joining - 2 thread o/lock with  spreader and foot             ***
2.  PROFIT  Machine                                                    ***
3.  Pro-fuse  Guides                                                   ***
4.  PROFIT   Fabric/Interlining/Tape  rack  with additional
    mod bars *** for  waistband  lining  production  similar
    to Emig
5.  Reliant M90 Fusing Press                                           ***
6.  Fusing Press Guides mounting plate                                 ***
7.  Fusing Press Guides x 2 - AT313 LH and RH                          ***
8.  Rewind Unit - flexible tube sizing                                 ***
9.  Sew round machine - with three  position  tensioning
    for  Pro-Solve/Pro-Vapo attachment                                 ***
10. Base plate for fitting waistband lining folders onto
    front of PROFIT machine - twin bar arrangement


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       27


<PAGE>


11. Waistband Lining plain folders x 4                                 ***
12. Double single and double  double  lockstitch  binders              ***
13. Two part chino folder - waistband  and  waistband  lining          ***
14. Standard one piece folders - double  double & double
    single in various  finished  widths - check this                   ***
15. Hounsfield  ES100 Stretch tester - with additional tools
    to clip or hang garment                                            ***
16. Narrow Heat Sealing  machine with  independantly heated
    knives                                                             ***
17. Shaped  waistband sewing system - with twin rear upper
    & lower puller system                                              ***
18. Various needle gauges - check sizes required

3. TRAINING
-----------

This will be provided  for approx.  5 working  days at a cost of  (pound)***  in
Mexico.  This includes flight costs and consultancy  from up to 5 people but not
accomodation or travel expenses within Mexico.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       28


<PAGE>


                                   SCHEDULE 4
                               INTERLINING PRICES

Product Group:                 PROFLEX ELASTIC
Product Reference:         PO37/3U/HP/W
Description:               Fusible Coated Elastic with HP coating in ultra fine
                           gauge for all chino/denim
                           grades
Width:                     37mm (1 1/2inches)
Price per metre:               (pound)*** per metre
Method of supply:          Boxed


Product Group:                 OAKWORTH
Product Reference:         FT300 Natural 150cm
Description:               Fusible Polyester for use in waistband lining
Width:                     150 cm wide
Price per metre:               (pound)*** per metre (at 150 cm wide)
Method of supply:          Full width rolls (normally 300 mts/roll)

(Usage for 1 1/2 inch band - 41 reels - therefore cost per metre at 1 1/2 inches
is (pound)***)


Product Group:                 YORK TAPE
Product Reference:         CE008 Clear
Description:               Clear tape used in denim samples (2 pieces required).
Width:                     6mm
Price per metre:               (pound)*** per metre (at 6mm)
Method of supply:          Flanged spools


Product Group:                 BURLEY ELASTIC
Product Reference:         PO12/6F/HP/W
Description:               12mm fusible elastic for use in shaped lycra bands.
Width:                     12mm
Price per metre:               (pound)*** per metre (at 12mm)


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       29


<PAGE>


Method of supply:          Flanged spools/boxed


Product Group:                 BINGLEY BINDING
Product Reference:         BT800/28mm Red
Description:               Stretch Binding Tape
Width:                     28mm
Price per metre:               (pound)*** per metre (at 28mm)
Method of supply:          Flanged spools


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       30


<PAGE>


                                   SCHEDULE 5
                                    ROYALTIES

PART I

AGGREGATE NET REVENUES OVER
THE TERM OF THE LICENCE              ROYALTY RATES
-----------------------              -------------
0 - $*** in Net Revenues             ***% for the Net Revenues within this range
$*** to $*** in Net Revenues         ***% for the Net Revenues within this range
$*** + in Net Revenues               ***% for the Net Revenues within this range

PART 2

YEAR                                 MINIMUM AGGREGATE ROYALTY PAYMENT
----                                 ---------------------------------
Years 1 and 2                        US  $200,000 in Year  1 payable  in $50,000
                                     instalments    on  the first   day of  each
                                     Quarter commencing  with  $50,000   on  the
                                     Commencement Date; and
                                     US  $50,000  in Year 2,  with  US   $25,000
                                     payable  on the  last  day  of  the  second
                                     Quarter  of  Year 2 and  US $25,000  on the
                                     last day of the fourth Quarter of Year 2
                                     Notwithstanding  the   foregoing,   Pro-Fit
                                     acknowledges  that  US $5,500 has been paid
                                     by TPI  prior  to the  date hereof
Year 3                               US $350,000 payable half on the last day of
                                     the second and fourth Quarters
Year 4                               US $450,000 payable half on the last day of
                                     the second and fourth Quarters


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       31


<PAGE>


                                   SCHEDULE 6
                         OTHER PROFIT EXCLUSIVE LICENSES
UNITED KINGDOM:
10 Clothing Manufacturers for Product A
1 Waistband Lining Manufacturer for Product B

FRANCE
1 Waistband Lining Manufacturer for Product B

GERMANY
2 Clothing Manufacturers for Product A
1 Waistband Lining Manufacturer for Product B

PORTUGAL
1 Waistband Lining Manufacturer for Product B

SPAIN
1 Clothing Manufacturer for Product A

DENMARK
1 Clothing Manufacturer for Product A

SWEDEN
1 Waistband Lining Manufacturer for Product B

SRI LANKA
1 Clothing Manufacturer for Product A and B

CANADA
1 Fusing Service Supplier for Product A

DOMINICAN REPUBLIC
1 Clothing Manufacturer for Product A


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       32


<PAGE>


SOUTH AFRICA
1 Waistband Lining Manufacturer for Product A & B


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       33


<PAGE>


SIGNED on behalf of             )
PRO-FIT HOLDINGS LIMITED        )



SIGNED on behalf of             )
TAG-IT PACIFIC INC              )


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

                                       34