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

                                   FORM 10-K/A
                                 AMENDMENT NO. 1


[X]      Annual  Report  Pursuant  to  Section  13 or  15(d)  of The  Securities
         Exchange Act of 1934

                   For the fiscal year ended December 31, 2004

[_]      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934

                         Commission file number 1-13669

                              TAG-IT PACIFIC, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                          95-4654481
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                            Identification  No.)

               21900 BURBANK BLVD., SUITE 270
                 WOODLAND HILLS, CALIFORNIA                     91367
          (Address of Principal Executive Offices)           (Zip Code)

                                 (818) 444-4100
              (Registrant's Telephone Number, Including Area Code)

           Securities registered pursuant to Section 12(b) of the Act:

                                                       NAME OF EACH EXCHANGE
     TITLE OF EACH CLASS                                ON WHICH REGISTERED
COMMON STOCK, $.001 PAR VALUE                         AMERICAN STOCK EXCHANGE

           Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for past 90 days.

                               Yes |X|    No |_|

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K [ ]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Exchange Act Rule 12b-2) Yes [ ] No [X]

         At  June  30,  2004  the  aggregate  market  value  of the  voting  and
non-voting   common  stock  held  by   non-affiliates   of  the  registrant  was
$65,632,028. At March 31, 2005 the issuer had 18,241,045 shares of Common Stock,
$.001 par value, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions  of the  issuer's  proxy  statement  with  respect to its 2005
annual meeting of  stockholders  are  incorporated by reference into Part III of
this report.

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                                EXPLANATORY NOTE

         We are  filing  this  Annual  Report on Form  10-K/A for the year ended
December 31, 2004 (the "Amended Annual  Report"),  to amend our Annual Report on
Form 10-K for the year ended December 31, 2004 (the "Original  Annual  Report"),
which was  originally  filed with the Securities  and Exchange  Commission  (the
"SEC") on April 7, 2005.  The Company is filing this  Amended  Annual  Report in
response  to  comments  received  from the SEC.  The  following  Items amend the
Original  Annual Report,  as permitted by the rules and  regulations of the SEC.
Unless otherwise stated, all information contained in this Amended Annual Report
is as of March 31, 2005.  All  capitalized  terms used herein but not  otherwise
defined shall have the meanings ascribed to them in the Original Annual Report.


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<PAGE>


                                     PART I

ITEM 9A.      CONTROLS AND PROCEDURES.

         We maintain disclosure controls and procedures,  which we have designed
to ensure that  information  required to be disclosed  in our reports  under the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified  in the SEC's rules and forms,  and that such
information is accumulated and  communicated to management,  including our Chief
Executive  Officer  and  Chief  Financial  Officer,  to allow  timely  decisions
regarding   disclosure.   In  response  to  recent   legislation   and  proposed
regulations,  we reviewed  our internal  control  structure  and our  disclosure
controls and procedures.

         In the course of conducting  its audit of our financial  statements for
the fiscal year ended December 31, 2004, our independent  auditors,  BDO Seidman
LLP informed  members of our senior  management  and the Audit  Committee of our
Board of Directors  that they had  discovered  significant  deficiencies  in our
internal  control  over  financial  reporting  that  alone and in the  aggregate
constituted a "material weakness",  which is defined under standards established
by the Public  Company  Accounting  Oversight  Board as a deficiency  that could
result in more than a remote  likelihood  that a  material  misstatement  of the
annual or interim  financial  statements will not be prevented or detected.  The
deficiencies identified consisted of the following:

         o        A deficiency  related to the  identification  of approximately
                  $1.0  million  of  our  inventory  located  in a  third  party
                  warehouse.  We have  taken  steps  and will  continue  to take
                  additional  steps to remedy this  deficiency  and believe that
                  this  deficiency  was limited to the third party  warehouse at
                  which the inventory was located.

         o        We  recorded   post-closing   adjustments   in  our  financial
                  statements for the year ended December 31, 2004 related to the
                  allowance for doubtful accounts and deferred tax asset,  which
                  were  identified by BDO Seidman LLP in  connection  with their
                  audit of the  financial  statements.  In order to address this
                  deficiency,  we will implement  additional  review  procedures
                  over the selection and monitoring of  appropriate  assumptions
                  and estimates affecting these accounting practices.

         Members of management, including the Company's Chief Executive Officer,
Colin Dyne, and Chief  Financial  Officer,  Ronda  Ferguson,  have evaluated the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures as of December 31, 2004,  the end of the period  covered by this
report.  Based upon that evaluation,  because of the material weakness described
above,  Mr. Dyne and Ms.  Ferguson  were unable to conclude  that the  Company's
disclosure  controls  and  procedures  were  effective  as of December 31, 2004.
Management has identified the steps  necessary to address the material  weakness
as described  above,  and has begun to implement  remediation  plans. We believe
these  corrective  actions,  taken  as  a  whole,  have  mitigated  the  control
deficiencies  with  respect to our  preparation  of this Annual  Report and that
these measures have been effective to ensure that the information required to be
disclosed in this Annual Report has been  recorded,  processed,  summarized  and
reported correctly.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         There  were  no  significant  changes  in our  internal  controls  over
financial  reporting that occurred during the fourth quarter that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


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                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          TAG-IT PACIFIC, INC.

                                          /S/ AUGUST DELUCA
                                          --------------------------------
                                          By:      August DeLuca
                                          Its:     Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Stephen  Forte  and  August  DeLuca,  and each of them,  as his true and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments to this Annual Report on Form 10-K and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
foregoing,  as  fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or either of them, or their substitutes,  may lawfully do or cause to be
done by virtue hereof.

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE                     TITLE                             DATE
---------                     -----                             ----

     /S/ STEPHEN FORTE        Chief Executive Officer           December 6, 2005
---------------------------   (Principal Executive Officer)
Stephen Forte

     /S/ AUGUST DELUCA        Chief Financial Officer           December 6, 2005
---------------------------   (Principal Accounting and
August DeLuca                 Financial Officer)

     /S/ MARK DYNE            Chairman of the Board of          December 6, 2005
---------------------------   Directors
Mark Dyne

                              Director
---------------------------
Colin Dyne

                              Director
---------------------------
Kevin Bermeister

     /S/MICHAEL KATZ          Director                          December 6, 2005
---------------------------
Michael Katz

     /S/JONATHAN BURSTEIN     Director,Vice President of        December 6, 2005
---------------------------   Operations and Secretary
Jonathan Burstein

     /S/ BRENT COHEN          Director                          December 6, 2005
---------------------------
Brent Cohen

     /S/ JOSEPH MILLER        Director                          December 6, 2005
---------------------------
Joseph Miller


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SIGNATURE                     TITLE                             DATE
---------                     -----                             ----

                              Director
---------------------------
Susan White

     /S/ RAY MUSCI            Director                          December 6, 2005
---------------------------
Ray Musci


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                                  EXHIBIT INDEX

EXHIBIT NUMBER                           EXHIBIT DESCRIPTION
--------------        ----------------------------------------------------------

3.1                   Certificate of Incorporation  of Registrant.  Incorporated
                      by  reference to Exhibit 3.1 to Form SB-2 filed on October
                      21, 1997, and the amendments thereto.

3.2                   Bylaws of Registrant. Incorporated by reference to Exhibit
                      3.2 to Form  SB-2  filed  on  October  21,  1997,  and the
                      amendments thereto.

3.3                   Certificate  of  Designation  of Rights,  Preferences  and
                      Privileges of Series A Preferred  Stock.  Incorporated  by
                      reference  to Exhibit A to the Rights  Agreement  filed as
                      Exhibit  4.1 to  Current  Report  on Form 8-K  filed as of
                      November 4, 1998.

3.4                   Certificate of Amendment of  Certificate of  Incorporation
                      of Registrant. Incorporated by reference to Exhibit 3.4 to
                      Annual Report on Form 10-KSB, filed March 28, 2000.

4.1                   Specimen Stock  Certificate of Common Stock of Registrant.
                      Incorporated  by  reference  to  Exhibit  4.1 to Form SB-2
                      filed on October 21, 1997, and the amendments thereto. 4.2
                      Rights  Agreement,  dated as of November 4, 1998,  between
                      Registrant  and American  Stock Transfer and Trust Company
                      as Rights Agent.  Incorporated by reference to Exhibit 4.1
                      to  Current  Report  on Form 8-K filed as of  November  4,
                      1998.

4.3                   Form of Rights  Certificate.  Incorporated by reference to
                      Exhibit B to the Rights  Agreement filed as Exhibit 4.1 to
                      Current  Report on Form 8-K filed as of  November 4, 1998.
                      10.1 Form of  Indemnification  Agreement.  Incorporated by
                      reference to Exhibit 10.1to Form SB-2 filed on October 21,
                      1997, and the amendments thereto.

10.2                  Promissory  Note,  dated  September 30, 1996,  provided by
                      Tag-It, Inc. to Harold Dyne.  Incorporated by reference to
                      Exhibit 10.21 to Form SB-2 filed on October 21, 1997,  and
                      the amendments thereto.

10.3                  Promissory Note, dated June 30, 1991,  provided by Tag-It,
                      Inc. to Harold Dyne.  Incorporated by reference to Exhibit
                      10.23 to Form SB-2  filed on  October  21,  1997,  and the
                      amendments thereto.

10.4                  Promissory  Note,  dated  January  31,  1997,  provided by
                      Tag-It Inc. to Mark Dyne.  Incorporated  by  reference  to
                      Exhibit 10.24 to Form SB-2 filed on October 21, 1997,  and
                      the amendments thereto.

10.5                  Promissory  Note,  dated  February 29,  1996,  provided by
                      A.G.S.  Stationary,  Inc.  to  Monto  Holdings  Pty.  Ltd.
                      Incorporated  by reference  to Exhibit  10.25 of Form SB-2
                      filed on October 21, 1997, and the amendments thereto.

10.6                  Promissory  Note,  dated  January  19,  1995,  provided by
                      Pacific  Trim & Belt,  Inc. to Monto  Holdings  Pty.  Ltd.
                      Incorporated  by reference  to Exhibit  10.26 to Form SB-2
                      filed on October 21, 1997, and the amendments thereto.

10.7                  Registrant's  1997 Stock Incentive  Plan, as amended.  (2)
                      Incorporated  by  reference  to Exhibit  10.1 to Form 10-Q
                      filed on August 16, 2004.


                                        5
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EXHIBIT NUMBER                           EXHIBIT DESCRIPTION
--------------        ----------------------------------------------------------

10.8                  Form  of  Non-statutory   Stock  Option   Agreement.   (2)
                      Incorporated  by reference  to Exhibit  10.30 to Form SB-2
                      filed on October 21, 1997, and the amendments thereto.

10.9                  Promissory Note, dated August 31, 1997, provided by Harold
                      Dyne  to  Pacific  Trim  &  Belt,  Inc.   Incorporated  by
                      reference  to Exhibit  10.32 to Form SB-2 filed on October
                      21, 1997, and the amendments thereto.

10.10                 Promissory  Note,  dated  October  15,  1997,  provided by
                      Harold Dyne to Pacific Trim & Belt,  Inc.  Incorporated by
                      reference  to Exhibit  10.34 to Form SB-2 filed on October
                      21, 1997, and the amendments thereto.

10.11                 Warrant  Agreement,  dated June 1, 1994,  between Jonathan
                      Markiles  and Tag-It,  Inc.  Incorporated  by reference to
                      Exhibit 10.39 to Form SB-2 filed on October 21, 1997,  and
                      the amendments thereto.

10.12                 Contract  for  Manufacturing   Services  between  USA  and
                      Mexico,  between Tag-It, Inc. and Tagit de Mexico, S.A. de
                      C.V.  Incorporated  by reference to Exhibit  10.44 to Form
                      SB-2  filed  on  October  21,  1997,  and  the  amendments
                      thereto.

10.13                 Promissory  Note,  dated  October  15,  1997,  provided by
                      A.G.S.   Stationary  Inc.  to  Monto  Holdings  Pty.  Ltd.
                      Incorporated  by reference  to Exhibit  10.48 to Form SB-2
                      filed on October 21, 1997, and the amendments thereto.

10.14                 Promissory  Note,  dated  November  4, 1997,  provided  by
                      Pacific  Trim & Belt,  Inc. to Monto  Holdings  Pty.  Ltd.
                      Incorporated  by reference  to Exhibit  10.49 to Form SB-2
                      filed on October 21, 1997, and the amendments thereto.

10.15                 Binding Letter of  Understanding,  dated October 14, 1998.
                      Incorporated  by  reference  to  Exhibit  99.3 to  Current
                      Report on Form 8-K filed as of October 29, 1998.

10.16                 Side   Letter   Agreement,   dated   October   14,   1998.
                      Incorporated  by  reference  to  Exhibit  99.4 to  Current
                      Report Form 8-K filed as of October 29, 1998.

10.17                 Guaranty,   dated  as  of  October  4,  2000,   by  A.G.S.
                      Stationery, Inc. in favor or Mark I. Dyne. Incorporated by
                      reference to Exhibit  10.40 to Form 10-K filed on April 4,
                      2001.

10.18                 Guaranty,  dated as of October 4, 2000, by Tag-It, Inc. in
                      favor  of Mark  I.  Dyne.  Incorporated  by  reference  to
                      Exhibit 10.41 to Form 10-K filed on April 4, 2001.

10.19                 Guaranty,   dated  as  of  October   4,  2000,   by  Talon
                      International, Inc. in favor of Mark I. Dyne. Incorporated
                      by reference to Exhibit  10.42 to Form 10-K filed on April
                      4, 2001.

10.20                 Intercreditor  Agreement,  dated as of October 4, 2000, by
                      and  among  Mark  I.  Dyne,  Sanwa  Bank  California,  the
                      Registrant,  Tag-It, Inc., Talon  International,  Inc. and
                      A.G.S.  Stationery,  Inc.  Incorporated  by  reference  to
                      Exhibit 10.43 to Form 10-K filed on April 4, 2001.

10.21                 Security  Agreement,  dated as of October 4, 2000, between
                      A.G.S. Stationery,  Inc. and Mark I. Dyne. Incorporated by
                      reference to Exhibit  10.44 to Form 10-K filed on April 4,
                      2001.  Incorporated  by reference to Exhibit 10.44 to Form
                      10-K filed on April 4, 2001.

10.22                 Security  Agreement,  dated as of October 4, 2000, between
                      Tag-It,  Inc. and Mark I. Dyne.  Incorporated by reference
                      to Exhibit 10.45 to Form 10-K filed on April 4, 2001.


                                       6
<PAGE>


EXHIBIT NUMBER                           EXHIBIT DESCRIPTION
--------------        ----------------------------------------------------------

10.23                 Security  Agreement,  dated as of October 4, 2000, between
                      Talon International Inc. and Mark I. Dyne. Incorporated by
                      reference to Exhibit  10.46 to Form 10-K filed on April 4,
                      2001.

10.24                 Security  Agreement,  dated as of October 4, 2000, between
                      Tag-It  Pacific,  Inc. and Mark I. Dyne.  Incorporated  by
                      reference to Exhibit  10.47 to Form 10-K filed on April 4,
                      2001.

10.25                 Convertible  Secured  Subordinated  Promissory Note, dated
                      October  4,  2000,   provided  by  Mark  I.  Dyne  to  the
                      Registrant.  Incorporated by reference to Exhibit 10.48 to
                      Form 10-K filed on April 4, 2001.

10.26                 Trim  Handling  Agreement,  dated as of December 29, 1999,
                      among the Registrant, Tarrant Apparel Group, Inc. & Tagmex
                      and Tag-It de Mexico S.A.  Incorporated  by  reference  to
                      Exhibit 10.51 to Form 10-K filed on April 4, 2001.

10.27                 Supply Agreement entered into on December 22, 2000, by and
                      between the  Company,  Hubert  Guez,  Paul Guez and Azteca
                      Production International, Inc., AZT International SA D RL,
                      and Commerce  Investment  Group,  LLC. (1) Incorporated by
                      reference to Exhibit  10.53 to Form 10-K filed on April 4,
                      2001.

10.28                 Investor  Rights  Agreement  entered  into on December 22,
                      2000,  by and between the Company and Commerce  Investment
                      Group, LLC.  Incorporated by reference to Exhibit 10.54 to
                      Form 10-K filed on April 4, 2001.

10.29                 Voting Agreement entered into on December 22, 2000, by and
                      between the  Company,  Hubert  Guez,  Paul Guez and Azteca
                      Production International, Inc., AZT International SA D RL,
                      Commerce   Investment   Group,   LLC,   and  Colin   Dyne.
                      Incorporated  by reference  to Exhibit  10.55 to Form 10-K
                      filed on April 4, 2001.

10.30                 Right of First Refusal and Sale Agreement  entered into on
                      December  22,  2000,  by and between the  Company,  Hubert
                      Guez, Paul Guez and Azteca Production International, Inc.,
                      AZT International SA D RL, Commerce Investment Group, LLC,
                      and Colin Dyne. Incorporated by reference to Exhibit 10.56
                      to Form 10-K filed on April 4, 2001.

10.31                 Co-Marketing and Supply  Agreement,  dated as of September
                      20, 2001, between Tag-It Pacific,  Inc. and Coats America,
                      Inc. Incorporated by reference to Exhibit 99.3 to Form 8-K
                      filed on October 15, 2001.

10.32                 Purchase Money Security  Agreement,  dated as of September
                      20, 2001, between Tag-It Pacific,  Inc. and Coats America,
                      Inc. Incorporated by reference to Exhibit 99.4 to Form 8-K
                      filed on October 15, 2001.

10.33                 Promissory  Note, dated as of December 21, 2001, by Tag-It
                      Pacific,  Inc. for the benefit of Talon, Inc. Incorporated
                      by  reference to Exhibit 99.2 to Form 8-K filed on January
                      7, 2002.

10.34                 Form of Warrant to Purchase Common Stock  Agreements dated
                      December  28, 2001.  Incorporated  by reference to Exhibit
                      99.2 to Form 8-K filed on January 23, 2002.

10.35                 Form of Stockholders  Agreements  dated December 28, 2001.
                      Incorporated  by  reference  to  Exhibit  99.3 to Form 8-K
                      filed on January 23, 2002.


                                       7
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EXHIBIT NUMBER                           EXHIBIT DESCRIPTION
--------------        ----------------------------------------------------------

10.36                 Form of Investor  Rights  Agreements  dated  December  28,
                      2001.  Incorporated  by  reference to Exhibit 99.4 to Form
                      8-K filed on January 23, 2002.

10.37                 Exclusive  Supply  Agreement  dated July 12,  2002,  among
                      Tag-It   Pacific,   Inc.   and  Levi  Strauss  &  Co.  (1)
                      Incorporated  by reference  to Exhibit  10.68 to Form 10-Q
                      filed on November 15, 2002.

10.37.1               Amendment to Exclusive  Supply  Agreement,  dated July 12,
                      2002, between Tag-It Pacific,  Inc. and Levi Strauss & Co.
                      (1)  Incorporated  by reference  to Exhibit  10.70 to Form
                      10-K filed on March 28, 2003.

10.37.2               Amendment,  dated  June  29,  2004,  to  Exclusive  Supply
                      Agreement,  dated July 12, 2002,  between Tag-It  Pacific,
                      Inc. and Levi Strauss & Co. (3)

10.38                 Intellectual  Property  Rights  Agreement,  dated April 2,
                      2002,  between the Company and Pro-Fit Holdings,  Ltd. (1)
                      Incorporated  by reference to Exhibit 10.69 to Form 10-K/A
                      filed on October 1, 2003.

10.39                 Securities  Purchase  Agreement dated May 23, 2003, by and
                      among the Company  and the  Purchasers  identified  on the
                      signature  pages  thereto.  Incorporated  by  reference to
                      Exhibit 99.2 to Form 8-K filed on June 4, 2003.

10.40                 Registration  Rights  Agreement dated May 23, 2003, by and
                      among the Company  and the  Purchasers  identified  on the
                      signature  pages  thereto.  Incorporated  by  reference to
                      Exhibit 99.3 to Form 8-K filed on June 4, 2003.

10.41                 Common Stock  Purchase  Warrant dated May 30, 2003 between
                      the Company and Roth Capital Partners LLC. Incorporated by
                      reference  to  Exhibit  10.15  to  Form  S-3  Registration
                      Statement filed on June 25, 2003.

10.42                 Form of Subscription Agreement between the Company and the
                      Purchaser  to be  identified  therein  dated  December 18,
                      2003.  Incorporated  by  reference to Exhibit 99.1 to Form
                      8-K filed on December 22, 2003.

10.43                 Form of Registration  Rights  Agreement dated December 18,
                      2003  among  the  Company  and the  Purchasers  identified
                      therein. Incorporated by reference to Exhibit 99.2 to Form
                      8-K filed on December 22, 2003.

10.44                 Placement  Agent Agreement dated December 18, 2003 between
                      the Company and Sanders Morris Harris Inc. Incorporated by
                      reference  to Exhibit  99.3 to Form 8-K filed on  December
                      22, 2003.

10.45                 Common  Stock  Purchase  Warrant  dated  December 18, 2003
                      between  the  Company  and  Sanders   Morris  Harris  Inc.
                      Incorporated  by  reference  to  Exhibit  99.4 to Form 8-K
                      filed on December 22, 2003.

10.46                 Form of  Subscription  Agreement,  dated as of November 9,
                      2004,  between the Company  and the  Purchaser  identified
                      therein. Incorporated by reference to Exhibit 10.1 to Form
                      S-3 filed on December 9, 2004.


                                       8
<PAGE>


EXHIBIT NUMBER                           EXHIBIT DESCRIPTION
--------------        ----------------------------------------------------------

10.47                 Form of Secured  Convertible  Promissory Note, dated as of
                      November 9, 2004.  Incorporated  by  reference  to Exhibit
                      10.2 to Form S-3 filed on December 9, 2004.

10.48                 Form  of  Common  Stock  Purchase  Warrant,  dated  as  of
                      November 9, 2004.  Incorporated  by  reference  to Exhibit
                      10.3 to Form S-3 filed on December 9, 2004.

10.49                 Trademark  Security  Agreement,  dated as of  November  9,
                      2004,   among  the  Registrant  and  the  Secured  Parties
                      identified on the signature page thereto.  Incorporated by
                      reference to Exhibit 10.4 to Form S-3 filed on December 9,
                      2004.

10.50                 Registration  Rights  Agreement,  dated as of  November 9,
                      2004, among the Registrant, Sanders Morris Harris Inc. and
                      the  Purchasers   identified   therein.   Incorporated  by
                      reference to Exhibit 10.5 to Form S-3 filed on December 9,
                      2004.

10.51                 Placement Agent  Agreement,  dated as of November 9, 2004,
                      between  the  Registrant  and Sanders  Morris  Harris Inc.
                      Incorporated  by  reference  to  Exhibit  10.6 to Form S-3
                      filed on December 9, 2004.

10.52                 Common  Stock  Purchase  Warrant  dated as of  November 9,
                      2004,  issued by the Registrant in favor of Sanders Morris
                      Harris Inc.  Incorporated  by reference to Exhibit 10.7 to
                      Form S-3 filed on December 9, 2004.

14.1                  Code of Ethics.  Incorporated by reference to Exhibit 14.1
                      to Form 10-K filed on March 30, 2004.

21.1                  Subsidiaries. Incorporated by reference to Exhibit 14.1 to
                      Form 10-K filed on March 30, 2004.

23.1                  Consent of BDO Seidman, LLP. (3)

24.1                  Power of Attorney (included on signature page).

31.1                  Certificate of Chief  Executive  Officer  pursuant to Rule
                      13a-14(a)  under the  Securities and Exchange Act of 1934,
                      as amended

31.2                  Certificate of Chief  Financial  Officer  pursuant to Rule
                      13a-14(a)  under the  Securities and Exchange Act of 1934,
                      as amended

32.1                  Certificate of Chief Executive Officer and Chief Financial
                      Officer  pursuant to Rule  13a-14(b)  under the Securities
                      and Exchange Act of 1934, as amended.

(1)  Certain  portions of this agreement have been omitted and filed  separately
     with the  Securities and Exchange  Commission  pursuant to a request for an
     order granting  confidential  treatment pursuant to Rule 406 of the General
     Rules and Regulations under the Securities Act of 1933, as amended.
(2)  Indicates a management contract or compensatory plan.
(3)  Previously filed on Form 10-K for the year ended December 31, 2004.


                                       9