EXHIBIT 10.70

                        CONFIDENTIAL TREATMENT REQUESTED


                              TAG-IT PACIFIC, INC.
                          21900 BURBANK BLVD, SUITE 270
                            WOODLAND HILLS, CA 91367



CONFIDENTIAL



Levi Strauss & Co.
Levi's Plaza
1155 Battery Street
San Francisco, CA 94111

         Re:   EXCLUSIVE *** SUPPLY AGREEMENT

Ladies and Gentlemen:

               Tag-It Pacific,  Inc.  ("TPI") and Levi Strauss & Co.  ("LS&CO.")
are parties to an Exclusive *** Supply Agreement (the  "Agreement")  under which
TPI is to supply to LS&CO.  components and equipment for the manufacture of ***.
Capitalized terms used in this letter agreement (the "Amendment Letter") and not
otherwise defined have the meanings given them in the Agreement.

BACKGROUND

               The supply and production  calendar TPI and LS&CO.  envisioned at
the time of entry into the Agreement has moved back two months with the start of
garment  production  using the Products  now set for  November 1, 2002.  TPI and
LS&CO. wish to make various amendments to the Agreement to reflect the change in
schedule and to document several additional  agreements.  That is the purpose of
this Amendment Letter.

SCHEDULE CHANGES

               The  Agreement  describes  a number of  obligations  that must be
completed by a specified date and a number of rights whose effectiveness ends on
a specific  date.  TPI and LS&CO.  have agreed to amend the Agreement and extend
those dates in multiple  appropriate  cases to reflect the change in  production
schedule.  For example,  the initial  Contract  Term will now end on November 1,
2004 and the first quarter of the initial  Contract Term will end on January 31,
2003. A complete list of the new dates is set out on EXHIBIT A.

PRODUCT SOURCING

               ***

DEVELOPMENT CENTER

               TPI  will use its  commercially  reasonable  efforts  in order to
ensure that no later than  November 30, 2002,  TPI at its expense  shall have in
place  and be  operating,  at  its  headquarters  facility  in  Woodland  Hills,
California  or other  location  in  California,  a design  center  dedicated  to
research, development and commercialization of the ***. Design center resources,
capabilities and functions shall,


                                       1
***  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.


<PAGE>


to the extent commercially  reasonable,  include:  (i) evaluation of new fabrics
prior to adoption as a means of "qualifying"  fabrics for application of the ***
and inclusion in LS&CO.'s product lines;  (ii) an ability to  compressively  ***
and recommend appropriate production procedures; (iii) testing and evaluation of
***;  (iv)  maintenance  of a library of  production  ready *** (and  associated
production  specifications) for use by LS&CO. designers;  and (v) maintenance of
staffing  sufficient to cover  seasonal  sample and  production  rollout  demand
including at least one full time developer and possibly a technician to maintain
the machinery and basic sewing equipment  needed to assemble *** components.  To
the extent commercially reasonable,  TPI shall maintain design center operations
for so long as LS&CO.  is purchasing  Products and Additional  Program  Products
from TPI.

EFFECT OF AMENDMENT LETTER

               It is expressly understood that the paragraphs entitled "***" and
Development  Center"  above  create  obligations  on the part of TPI only to use
commercially  reasonable  efforts  to achieve  the  results  described  in those
paragraphs.  A  failure  by TPI to  achieve  the  results  shall  not by  itself
constitute a breach of this  Amendment  Letter or the Agreement It is understood
that,  except as specifically  provided in this Amendment  Letter and subject to
the foregoing  sentences,  nothing in this Amendment Letter amends,  modifies or
limits in any way any provision of the  Agreement.  This  Amendment  Letter is a
writing signed by both LS&CO.  and TPI amending the Agreement as contemplated by
Section 19 (e) of the Agreement.









                                     * * * *

               If  the  terms  and  provisions  of  this  Amendment  Letter  are
acceptable to you, please  indicate your acceptance and approval by signing,  or
by causing to be signed on your  behalf,  the  enclosed  copy of this  Amendment
Letter and returning it to the undersigned.


If the terms and  provisions  of this  Amendment  Letter are  acceptable to you,
please  indicate your  acceptance  and approval by signing,  or by causing to be
signed on your behalf,  the enclosed copy of this Amendment Letter and returning
it to the undersigned.


Very truly yours,                                Accepted:

TAG-IT PACIFIC, INC.                             LEVI STRAUSS & CO.

By:  /S/ COLIN DYNE                          By:  /S/ BOBBI SILTEN
     -----------------------                      ---------------------------
     Colin Dyne                                   Bobbi Silten
     Chief Executive Officer                      President, Dockers(R) Brand


Exhibits:

Exhibit A         Changes in Agreement Dates


                                       2
***  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.

<PAGE>



CONFIDENTIAL TREATMENT REQUESTED                   EXHIBIT A TO AMENDMENT LETTER

<TABLE>
TAG-IT/LS&CO. AGREEMENT: KEY DATES

<CAPTION>
CONTRACT
 SECTION
REFERENCE                    SUBJECT MATTER                          OLD DATE     NEW DATE*
-------------------------------------------------------------------------------------------
 <S>         <C>                                                      <C>          <C>
 ss.5(i)     deadline for TPI to provide names, locations and
             contact persons for each TPI supplier of Products        7/17/02      status?

 ss.3(b)     deadline for readiness of Initial Facilities for
             Equipment installation                                   7/31/02      10/1/02

 ss.3(a)     deadline for LS&CO. to designate new location for
             Equipment sited at Powell                                8/15/02      10/15/02

 ss.3(a)     deadline for TPI to get equipment operational in
             three Initial Facilities                                 9/1/02       11/1/02

 ss.5(a)     deadline for TPI to deliver Products for
             manufacture of ***                                       9/1/02       11/1/02

 ss.5(a)     garment production start date 9/1/02 11/1/02

 ss.5(a)     deadline for TPI to deliver Products for
             manufacture of add'l ***                                 9/10/02      11/11/02

 ss.3(a)     deadline for TPI to get equipment operational in
             two additional Facilities                                10/1/02      12/2/02
             [Same comment as above.]

 ss.5(a)     anticipated deadline for TPI to deliver Products
             for manufacture of ***                                   10/1/02      12/2/02

 ss.5(a)     anticipated deadline for TPI to deliver Products
             for manufacture of add'l ***                             10/10/02     12/10/02

 ss.7(c)     90-day right of first refusal ends for Lanier            10/10/02     12/10/02

 ss.3(a)     deadline for TPI to get equipment operational in
             one additional Facility                                  10/31/02     12/31/02

 ss.5(a)     anticipated deadline for TPI to deliver Products
             for manufacture of ***                                   11/1/02      1/2/03

 ss.5(a)     anticipated deadline for TPI to deliver Products
             for manufacture of additional ***                        11/10/02     1/10/03

 ss.5(d)     deadline for  completion  of 3-month  inventory
             build                                                    11/15/02     1/15/03

 ss.8        deadline for LS&CO. to give ***                          7/31/03      10/1/03

 ss.13(a)    end of first Contract Year 9/1/03 11/3/03

 ss.13(b)    TPI, LS&CO. commence discussion of potential
             continuation of exclusivity post-initial two-year
             term                                                     3/1/04       5/3/04

 ss.8        *** period ends if ***                                   7/31/03      9/30/03

 ss.11       ***                                                      9/1/04       11/1/04

 ss.13(a)    expiration of second Contract Year and Initial Term      9/1/04       11/1/04

 ss.13(b)    TPI supplies Products on non-exclusive basis with
             most-favored nation pricing if no extension of           9/1/04 -     11/1/04 -
             exclusivity                                              9/1/06       11/1/06
-------------------------------------------------------------------------------------------
<FN>
* In cases where the new date (a two-month extension of the old date) falls on a
weekend or a holiday, the new date is the next business day after the weekend or
holiday.
*** 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.
</FN>
</TABLE>