EXHIBIT 10.34


                              CONSULTING AGREEMENT

         This Consulting  Agreement (this "AGREEMENT") is made and entered as of
the "Effective  Date" set forth below,  by and between Tag-It  Pacific,  Inc., a
Delaware corporation (the "COMPANY"), and the "Consultant" set forth below.

                  Effective Date:   April 1, 2007

                  Name:             Colin Dyne ("CONSULTANT")

                                    6205 Busch Drive

                                    Malibu,Ca  90265

1.       ENGAGEMENT AND SERVICES.

         1.1      ENGAGEMENT.  Commencing  on the  Effective  Date,  the Company
hereby  engages  Consultant,  and Consultant  hereby accepts such  engagement to
render  services to Company,  upon the terms and subject to the  conditions  set
forth in this Agreement.  Prior to the Effective Date,  Consultant has served as
the Company's Vice Chairman.

         1.2      TERM OF THE AGREEMENT. The term of this Agreement (the "TERM")
shall  commence upon the Effective  Date and shall  terminate  November 30, 2008
(the "TERMINATION DATE"), unless sooner terminated as provided herein.

         1.3      SERVICES TO BE PROVIDED BY CONSULTANT.

                  (a)      SCOPE, RESPONSIBILITIES AND DUTIES. Consultant agrees
to provide the services listed in the attached  EXHIBIT A (hereinafter  referred
to as the "SERVICES").  Consultant may determine the manner, method and means by
which the Services will be provided  and,  except for meetings to be held at the
Company's  premises or as relating to litigation  involving the Company,  all as
described on EXHIBIT A,  Consultant may perform the Services at a location other
than the Company's premises.

                  (b)      NON-EXCLUSIVITY.   Subject  to  the   provisions   of
SECTIONS 6 AND 7 below,  Consultant by reason of the obligations  ascribed to it
hereunder,  shall not be required to devote full time or any specific  amount of
time to the affairs of the Company,  and Consultant may accept other engagements
and  perform  services  for  others,  PROVIDED,  HOWEVER,  that during the Term,
Consultant  shall devote the time necessary to fully and diligently  perform the
Services and Consultant  shall not provide any consulting  services to any other
business or  enterprise  that either (a)  manufactures  apparel  trim  products,
including  tags,  trim,  zippers  or  waist  bands,  or (b)  develops,  licenses
distributes or otherwise deals in apparel related  software or other  technology
related products or services.

         1.4      BOARD OF  DIRECTORS.  Consultant  will remain on the Company's
Board of Directors;  however,  Consultant  will not be compensated as an outside
director by the Company


<PAGE>


during the Term or for so long as he otherwise remains a
consultant  to the  Company,  provided,  however that this Section 1.4 shall not
serve to preclude Consultant's potential eligibility as a member of the Board of
Directors  of the  Company to receive  stock  option  grants that may be granted
pursuant to the  Company's  employee  option  plan if and when such  options are
approved by the Board of Directors.

2.       COMPENSATION.  As sole  compensation for the Services to be provided by
Consultant to the Company,  the Company shall pay Consultant in accordance  with
the terms and  conditions  set forth on the  attached  EXHIBIT  B.  Consultant's
compensation  shall include and Consultant  shall be responsible for the payment
of all federal,  state and local taxes of any kind which are attributable to the
compensation  he  receives.  To the extent the  Company  determines  that may be
required  to  withhold  income  or other  taxes  from the  compensation  paid to
Consultant, it shall have the right to do so.

3.       EXPENSES/PERSONAL NOTE.

         3.1      Upon receipt of itemized vouchers, expense account reports and
supporting  documents  submitted to the Company in accordance with the Company's
procedures  then in effect,  the  Company  shall  reimburse  Consultant  for all
reasonable and necessary  business expenses incurred  ordinarily and necessarily
by  Consultant  in  connection  with  the  performance  of  Consultant's  duties
hereunder.

         3.2      In the event  that the  Company  incurs  any  unauthorized  or
personal  expenses on behalf of Consultant,  and such expenses are not repaid by
Consultant  within 30 days of presentation  therefore,  the Company shall have a
right to offset immediately such amounts against amounts payable hereunder.  Any
off set amounts  shall be detailed in writing and provided by the Company to the
Consultant.  Should the sums incurred by the Company on behalf of the Consultant
for any unauthorized or personal  expenses exceed, in any given period or at the
end of the  term,  the  amount  owed  to the  Consultant;  the  Consultant  will
immediately repay the Company all such sums due to the company in cash.

4.       TERMINATION OF  ENGAGEMENT.  Consultant's  engagement  pursuant to this
Agreement may be terminated by a party if the other party is in material  breach
of this  Agreement  and such  breach  is not  cured  within  fifteen  (15)  days
following written notice thereof. In addition, after six (6) months,  Consultant
shall have the right to terminate  this  Agreement  without  cause upon 30 days'
written notice to Company.  Should  Consultant  exercise this right, he shall be
paid through the end of the 30 day notice period. Similarly,  Company shall have
the right to terminate this Agreement without cause upon 30 days' written notice
to Consultant.  Should Company exercise this right, Consultant shall be paid the
full balance owing on this Agreement,  and shall not have any further obligation
to provide consulting services.

5.       CONFIDENTIALITY.  Consultant shall maintain the  confidentiality of all
Company's  confidential  business  information  and trade  secrets as defined by
California's  Uniform  Trade  Secrets  Act.  This  provision  shall  survive the
expiration of this Agreement.  In addition,  simultaneous  with the execution of
this Agreement, and as a condition to Company's obligation under this Agreement,
Consultant shall enter into the agreement attached hereto as EXHIBIT C.


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<PAGE>


6.       BUSINESS  OPPORTUNITIES.  Consultant  covenants  and agrees that for so
long as he is engaged by the  Company,  Consultant  will not,  without the prior
written  consent of the Company (which consent may be withheld by the Company in
the exercise of its sole  discretion),  engage,  directly or indirectly,  in any
business,  venture or activity  that (a)  manufactures  apparel  trim  products,
including tags, trims, zippers or waistbands for sale to apparel companies,  (b)
as its primary  business  manufactures  apparel trim products,  including  tags,
trims,  zippers or waistbands,  (c) develops,  licenses distributes or otherwise
deals in apparel related software for sale to apparel  companies,  or (d) as its
primary business,  develops,  licenses distributes or otherwise deals in apparel
related  software.  Consultant  further  covenants and agrees that if Consultant
ever engages in any such business,  venture or activity in contravention of this
SECTION 6 any and all gross  profits,  compensation,  rents and other  income or
gain (computed without reduction for the value of the services  performed by the
Company, if any) derived by Consultant in connection  therewith shall be held by
Consultant for the benefit of the Company and the affiliates thereof,  and shall
be remitted to the Company upon demand.

7.       NON-SOLICITATION AND NONINTERFERENCE  COVENANT. During the Term and for
a period of twelve (12) months  thereafter,  Consultant  shall not,  directly or
indirectly,  (a) induce or attempt to induce any employee or  consultant  of the
Company to leave the employ of the  Company  or in any way  interfere  adversely
with the  relationship  between any such employee or consultant and the Company,
(b) induce or attempt to induce any  employee  or  consultant  of the Company to
work for, render services or provide advice to or supply  confidential  business
information  or trade  secrets  of the  Company  to any  third  person,  firm or
corporation or (c) induce or attempt to induce any customer, supplier, licensee,
licensor or other business  relation of the Company to cease doing business with
the Company, or change how it does business with the Company in a manner that is
adverse to the Company,  or in any way interfere with the  relationship  between
any such customer,  supplier,  licensee, licensor or other business relation and
the Company.

8.       INJUNCTIVE  RELIEF.  Consultant  hereby  recognizes,  acknowledges  and
agrees that in the event of any breach by  Consultant  of any of his  covenants,
agreements,  duties or  obligations  contained  in  SECTIONS 5 THROUGH 7 of this
Agreement,  the Company  would suffer  great and  irreparable  harm,  injury and
damage,  the Company would encounter  extreme  difficulty in attempting to prove
the actual amount of damages suffered by the Company as a result of such breach,
and the Company would not be reasonably or adequately  compensated in damages in
any action at law.  Consultant  therefore covenants and agrees that, in addition
to any other  remedy  the  Company  may have at law,  in  equity,  by statute or
otherwise,  in the event of any breach by  Consultant  of any of his  covenants,
agreements,  duties or  obligations  contained  in  SECTIONS 5 THROUGH 7 of this
Agreement,  the  Company  shall  be  entitled  to seek  and  receive  temporary,
preliminary and permanent  injunctive and other equitable  relief from any court
of competent jurisdiction to enforce any of the rights of the Company, or any of
the covenants, agreements, duties or obligations of Consultant hereunder, and/or
otherwise to prevent the violation of any of the terms or provisions hereof, all
without the  necessity of proving the amount of any actual damage to the Company
or any affiliate thereof resulting therefrom;  provided,  however,  that nothing
contained  in  this  SECTION  8 shall  be  deemed  or  construed  in any  manner
whatsoever as a waiver by the Company of any of the rights which the Company may
have against  Consultant at law, in equity,  by statute or otherwise arising out
of, in connection  with or resulting from the breach by Consultant of any of his
covenants, agreements, duties or obligations hereunder.


                                       3
<PAGE>


9.       RELEASE.

         9.1      In exchange for receipt of the  consideration  provided for in
this  Agreement,  Consultant,  on his own behalf,  and for  Consultant's  heirs,
executors,  administrators,  successors,  and  assigns,  does  hereby  fully and
forever  release and discharge the Company and its related  entities,  and their
shareholders,  employees  and former  employees,  agents,  directors,  officers,
attorneys, predecessors,  successors, assigns, heirs, executors, administrators,
and all other  persons,  firms,  corporations,  associations,  partnerships,  or
entities  having any legal  relationship to any of them, of and from any and all
claims, demands,  causes of action, charges and grievances,  of whatever kind or
nature relating to any compensation or other  consideration owed or owing by the
Company  to  Consultant  arising  out  of or  are  in  any  way  connected  with
Consultant's prior employment with the Company or other provision of services to
the Company, whether known or unknown,  suspected or unsuspected  (collectively,
"CLAIMS"), which Consultant now owns or holds or has at any time before the date
of his resignation owned or held against any of them, including, but not limited
to, any and all claims,  charges,  demands  and causes of action:  (1) which are
alleged  in, set forth in,  arise out of, or are in any way  connected  with any
transactions,  occurrences,  acts or  omissions  or  claims,  including  without
limitation  any claims  for  compensation,  benefits,  incentive  equity,  stock
options,  or  otherwise;  or  (2);  any  claim  for  wages,  benefits,   salary,
commissions or bonuses. Consultant hereby acknowledges and knowingly, freely and
voluntarily  waives the benefits of California  Civil Code Section  1542,  which
provides:

         "A  GENERAL  RELEASE  DOES NOT  EXTEND  TO  CLAIMS  WHICH  THE
         CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
         AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR
         HER MUST HAVE  MATERIALLY  AFFECTED HIS OR HER SETTLEMENT WITH
         THE DEBTOR."

Consultant  expressly  acknowledges  that such  party's  release  herein is also
intended  to include in its  effect,  without  limitation,  all Claims that such
party  does not know or  expect  to exist in such  party's  favor at the time of
execution of this Agreement,  and that such party's release herein  contemplates
extinguishing all of these Claims.

EXCLUDED  ITEMS.  Consultant and Company  acknowledge  and agree that: (1) their
respective rights, duties, and obligations under this Agreement,  the Promissory
Note,  and  Exhibit C hereto  are  specifically  excluded  from the scope of the
release  contained  above  in  SECTION  9.1  hereof;  and (2)  their  respective
covenants,  agreements,   acknowledgements  and  warranties  contained  in  this
Agreement will survive the execution and delivery of this Agreement.

COVENANT  NOT TO SUE.  Consultant  agrees and  covenants  never to  (directly or
indirectly)  participate  in, or file or  facilitate,  any lawsuit,  arbitration
proceeding or any other administrative proceeding against Company for any Claims
of whatever kind and character released and discharged pursuant to or under this
Agreement.  Company  agrees and  covenants  never to  (directly  or  indirectly)
participate in, or file or facilitate,  any lawsuit,  arbitration  proceeding or
any  other  administrative  proceeding  against  Consultant  for any  Claims  of
whatever kind and character  released and  discharged  pursuant to or under this
Agreement.


                                       4
<PAGE>


None of the releases set forth above is intended to, nor shall they,  affect any
right or claim of Consultant for  indemnification  from the Company  pursuant to
the Company's Certificate of Incorporation or bylaws for claims by third parties
arising from his service as an officer or director of the Company.

10.      INDEPENDENT  CONTRACTOR;   DAMAGES;  THIRD  PARTY  AGREEMENTS;   TAXES.
Consultant is and shall be deemed to be an independent contractor of Company and
nothing contained herein shall be deemed to constitute a partnership  between or
a joint venture by the parties hereto,  or constitute  either party the employee
or agent of the other.  Company  shall not be  responsible  for any damage to or
loss of any equipment  belonging to Consultant  which may occur in the course of
the performance of the Services.  Consultant  acknowledges  that nothing in this
Agreement gives Consultant the right to bind or commit Company to any agreements
with any third parties. This Agreement is not for the benefit of any third party
and shall not be  deemed to give any right or remedy to any such  party  whether
referred to herein or not. Furthermore,  Consultant warrants and represents that
Consultant  is solely  liable for and shall pay all  applicable  federal,  state
and/or local taxes on all amounts earned pursuant to this Agreement.  Consultant
further  agrees to indemnify,  defend (with  counsel  acceptable to Company) and
hold harmless  Company,  and its licensees,  employees,  agents,  successors and
assigns from and against any and all liability (including attorneys' fees) which
it or they may incur regarding the payment of taxes for  Consultant's  services.
Consultant will indemnify and hold Company,  its licensees,  employees,  agents,
successors  and assigns  from and against any and all claims,  actions,  losses,
damages and expenses  (including  attorneys' fees) arising out of or caused by a
breach or threatened breach of any of Consultant's representations,  warranties,
undertakings or agreements hereunder.

11.      MISCELLANEOUS.

         11.1     NOTICES.  All  notices,   requests  and  other  communications
(collectively,  "NOTICES") given pursuant to this Agreement shall be in writing,
and shall be  delivered  by personal  service or by United  States  first class,
registered  or  certified  mail (return  receipt  requested),  postage  prepaid,
addressed to the party at the address set forth below:

         If to Company:

                       Tag-It Pacific, Inc.
                       21900 Burbank Boulevard, Suite 270
                       Woodland Hills, CA 91367

         If to  Consultant,  at the  address set forth on the first page of this
Agreement.

         Any Notice  shall be deemed duly given when  received by the  addressee
thereof,  provided that any Notice sent by registered or certified mail shall be
deemed to have been duly  given  five days from date of  deposit  in the  mails,
unless  sooner  received.  Either party may from time to time change its address
for further Notices  hereunder by giving notice to the other party in the manner
prescribed in this section.


                                       5
<PAGE>


         11.2     ENTIRE AGREEMENT.  This Agreement contains the sole and entire
agreement and  understanding  of the parties with respect to the entire  subject
matter  hereof,  and any and all prior  agreements,  discussions,  negotiations,
commitments  and  understandings,  whether  oral or  otherwise,  related  to the
subject  matter hereof are hereby merged  herein.  No  representations,  oral or
otherwise, express or implied, other than those contained in this Agreement have
been relied upon by any party to this Agreement.

         11.3     ATTORNEYS'  FEES. If any action,  suit or other  proceeding is
instituted to remedy, prevent or obtain relief from a default in the performance
by any party of its obligations under this Agreement, the prevailing party shall
recover all of such party's  costs and  reasonable  attorneys'  fees incurred in
each and every such  action,  suit or other  proceeding,  including  any and all
appeals or petitions therefrom.

         11.4     GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,  UNITED STATES
OF AMERICA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

         11.5     CAPTIONS.  The  various  captions  of this  Agreement  are for
reference only and shall not be considered or referred to in resolving questions
of interpretation of this Agreement.

         11.6     COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         11.7     BUSINESS DAY. If the last day  permissible for delivery of any
Notice under any  provision of this  Agreement,  or for the  performance  of any
obligation  under this Agreement,  shall be other than a business day, such last
day for such  Notice or  performance  shall be  extended  to the next  following
business day (provided,  however, under no circumstances shall this provision be
construed to extend the date of termination of this Agreement).

         11.8     OTHER. This agreement does not affect the existing  agreements
and  obligations  between the company and  consultant  relating to indemnity and
defense  obligations,   or  any  stock  option  agreements  (where  Consultant's
continued  service as a director  and or  consultant  will be  considered  to be
continued employment for purposes of all option agreements).

         11.9     SURVIVAL.  SECTIONS 4, 5, 6, 7, 8, 9, 10 AND 11, AND EXHIBIT C
HERETO,  and any other provision hereof specifying an obligation or a right of a
party after the termination of Consultant's services or this Agreement,  for any
reason whatsoever, shall survive such termination and shall remain in full force
and effect.


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<PAGE>


         11.10    IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first set forth above.


Company:                                          Consultant:

TAG-IT PACIFIC, INC.

By:      /S/ STEPHEN FORTE                        /S/ COLIN DYNE
         -----------------------------------      ------------------------------
         Stephen Forte                            Colin Dyne
Title:   Chief Executive Officer


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<PAGE>


                                    EXHIBIT A

                                    SERVICES

Consultant shall assist the Company in it developing and implementing  strategic
initiatives and in consultation  with the Company's Chief Executive  Officer and
Board of Directors. Consultant will report to the Chief Executive Officer.

In addition,  Consultant agrees that he will make himself  available,  as may be
reasonably  requested from time to time by the Company,  in connection  with any
litigation  involving the Company in  connection  with which  Consultant  may be
required to provide  depositions,  serve as a witness,  or otherwise  cooperate.
Such  obligations  shall include,  without  limitation,  any travel  required to
attend depositions and/or provide testimony as a witness

Consultant agrees to travel as reasonably  required in performing  Services,  to
the extent requested by the Company.

Consultant  agrees to attend in person  meetings with Company  management at the
Company's premises in Woodland Hills, California,  or such other premises in Los
Angeles County, California, as reasonably requested by the company


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<PAGE>


                                    EXHIBIT B

                                  COMPENSATION

CONSULTING FEE

As of the  Effective  Date,  Consultant's  all-inclusive  compensation  will  be
$25,000 per month payable monthly.


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<PAGE>


                                    EXHIBIT C

                            ACKNOWLEDGEMENT REGARDING
                     PROPRIETARY INFORMATION AND INVENTIONS

         This acknowledgement is being presented to you as a requirement for you
to work with or for TAG-IT  PACIFIC,  INC. and/or its  subsidiaries.  This is an
important  legal  document  that  affects  your  rights,  and you should read it
carefully  and be sure you  understand  it thoroughly  before  signing.  You are
referred  to in this  document  as  "YOU,"  and  TAG-IT  PACIFIC,  INC.  and its
subsidiaries  is  referred  to as the  "COMPANY."  The  effective  date  of this
document is the date set forth below your signature.

         As you know,  the Company is engaged in the design and  manufacture  of
apparel  trim  products,  including  tags,  trims,  zippers or  waistbands,  and
develops,  licenses  distributes or otherwise deals in apparel related  software
(the  "Business").  You are being asked to sign this document either because you
are or will be an employee of the Company or its  subsidiaries,  or because your
services are being  provided to the Company as an independent  contractor.  This
document  will  continue  to  apply  to  you  despite  your  termination  as  an
independent  contractor and/or subsequent employment as a direct employee of the
Company.  In either of those capacities,  it is likely that you have been and/or
will be exposed to information  that the Company  considers being  confidential.
Like all well-run companies, the Company requires that you sign this document to
protect the rights of the Company in their intellectual property.

         There are a number of terms used in this document that are capitalized.
Those  terms have a specific  meaning,  and they are  defined at the end of this
document.

         By signing this document, you and the Company agree as follows:

OWNERSHIP OF INVENTIONS AND WORKS.

         As between you on the one hand,  and the Company on the other hand, you
agree that anything you produce while you are Employed by the Company, including
periods  prior to the date  hereof  during  which you have been  Employed by the
Company,  is, and has been,  the sole and  exclusive  property  of the  Company,
including   everything   that  is  defined  in  this  document  as  Confidential
Information, Inventions and Works, Materials and Proprietary Rights.

         Under the United States  Copyright  Act,  there are specific rules that
apply to any tangible  expression (i.e., a writing,  computer  program,  script,
treatment,  CD-ROM,  etc.) of  anything  you  produce  in  connection  with your
Employment. Consequently, as between you on the one hand, and the Company on the
other hand, you also agree that any tangible  expression of anything you produce
while  you  are  Employed  by  the  Company  was  developed,  made  or  invented
exclusively  for the  benefit of and is the sole and  exclusive  property of the
Company or their respective successors and assigns as "works for hire" under the
United States Copyright Act (Section 201 of Title 17 of the United States Code),
including   everything   that  is  defined  in  this  document  as  Confidential
Information, Inventions and Works, Materials and Proprietary Rights.

         If any  Confidential  Information,  Inventions and Works,  Materials or
Proprietary  Rights  are  determined  not to be a "work for  hire," you agree to
assign,  and do hereby  irrevocably  assign,


                                       10
<PAGE>


to the Company all of your right, title and interest in and to such Confidential
Information,  Inventions  and Works,  Materials or  Proprietary  Rights.  If the
Company should require any reasonable assistance from you in connection with any
of the agreement made above, including the execution of documents or instruments
which the  Company  may  require to effect  your  assignment  of  rights,  or in
applying for and obtaining  both domestic and foreign  patents,  as the case may
be, you agree to render such assistance.  If there are any expenses  incurred in
connection with your assistance, the Company will pay for them.

CONFIDENTIALITY.

         You agree that you will not directly or  indirectly  disclose or permit
access to any portion of the Company's  Confidential  Information (including any
facilities, apparatus or equipment which embody or use all or any portion of the
Confidential  Information),  without the written consent of the Company,  except
under  circumstances  where you are  acting  on  express  instructions  from the
Company.  You also  agree  that you will not,  directly  or  indirectly,  use or
exploit any  Confidential  Information to induce or attempt to induce any person
or entity to cease doing  business or not to commence  doing  business  with the
Company,  or to solicit or assist in the  solicitation  of the  business  of any
customer for any products or services competing with those products and services
offered and sold by the Company.

         Additionally,  you  agree  that you will  return  to the  Company,  all
Confidential Information in your possession or control upon a request to do so.

DISCLOSURE REQUIREMENTS.

         In order to avoid any ambiguity in connection  with the creation of any
Invention  and Work,  you agree that prior to signing  this  document,  you will
disclose in writing to the Company  complete  details on any work,  invention or
creation that you believe you have devised, developed,  designed,  discovered or
reduced to practice  prior to the time you were  Employed by the  Company.  Your
disclosure will include  complete  details on any Patent that is applied for by,
or issued to you or any copyright  registration that is filed by you. Similarly,
so as to avoid any  potential  liability of the Company for your prior  actions,
you agree that prior to signing  this  document,  you will  disclose  in writing
complete    details    concerning    any    confidentiality,     non-disclosure,
non-solicitation, non-competition or similar agreement with any former employer.

MISCELLANEOUS.

         This document will be  interpreted  under  California law as applied to
residents of California  entering into contracts within the State of California.
If any part of this document is or becomes invalid,  illegal or unenforceable in
any jurisdiction,  the validity, legality and enforceability of the remainder of
this document  shall not be affected.  If the Company waives or fails to enforce
any  breach  of any  provision  of this  document,  it shall not  operate  or be
construed as a waiver of any prior or subsequent  breach,  and the Company could
enforce  against you any other  provision of this document.  If your  Employment
with the Company ends, the Company may,  without  notifying  you,  notify any of
your subsequent  employers of your continuing  obligations  under this document.
This document  contains our entire  agreement with respect to the subject matter
of this document.


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<PAGE>


DEFINITIONS.

         For  the  purpose  of this  document,  the  following  terms  have  the
following definitions:

"CONFIDENTIAL  INFORMATION" means all information which is or has been compiled,
devised,  developed,  discovered  or  otherwise  learned of by you while you are
Employed  by the  Company,  to the extent that such  information  relates to the
Company or any of its affiliated  entities.  Without  limiting the generality of
the foregoing,  Confidential Information includes information included within or
relating to any  Inventions  and Works,  trade  secrets,  products or  services,
finances, business plans, marketing plans, manufacturing methods, legal affairs,
suppliers, customers, potential customers, prospects,  opportunities,  contracts
or assets of the Company or any of its affiliates;  provided,  however, that any
such information which is generally known to the public or which may be obtained
by a reasonably  diligent  businessperson  without  material cost or effort from
trade  publications or other readily available and public sources of information
shall not be deemed to be Confidential Information,  unless such information was
first  published  in breach or in  violation  of a  confidentiality  or  similar
agreement,  including this document.  Confidential Information also includes any
information made available to the Company by their  respective  clients or other
third parties and which they are obligated to keep confidential.

"EMPLOYED"  or  "EMPLOYMENT"  means  being  retained  by the  Company to provide
services to the Company,  whether as a direct employee,  independent contractor,
advisor, member of the Company's board of directors, or in any other manner.

"INVENTIONS  AND WORKS" means any work,  invention or creation  that is devised,
developed,  designed, discovered or reduced to practice by you at any time while
you are or have been Employed by the Company, including,  without limitation any
and all (i)  works  of  authorship,  concepts,  algorithms,  software,  computer
programs,  designs,  flowcharts,   schematics,  techniques,  know-how,  methods,
processes, procedures, improvements, hardware, products, devices, discoveries or
inventions,  whether or not  patentable  or  copyrightable,  and  whether or not
reduced  to  practice;   or  (ii)  translations,   modifications,   derivations,
corrections,   additions,  extensions,  upgrades,  improvements,   compilations,
abridgments,  or other form in which,  you may  directly or  indirectly  recast,
transform or adapt any of the  foregoing;  provided,  that an Invention and Work
shall not include any work,  invention or creation  that fully  qualifies  under
California  Labor Code Section  2870,  which  provides  that any provision in an
employment  agreement which provides that an employee shall assign,  or offer to
assign,  any of his or her rights in an invention  to his or her employer  shall
not apply to an invention that the employee developed entirely on his or her own
time without using the  employer's  equipment,  supplies,  facilities,  or trade
secret information,  except for those inventions that either: (1) relate, at the
time of conception  or reduction to practice of the invention to the  employer's
business,  or actual or demonstrably  anticipated research or development of the
employer;  or (2)  result  from  any  work  performed  by the  employee  for the
employer.

"MATERIALS" means any product, prototype,  sample, model, photograph or picture,
document,  instrument,  sketch, drawing,  design note, recording,  report, plan,
proposal,  specification,   manual,  tape,  and  all  reproductions,  copies  or
facsimiles  thereof,  or any  other  tangible  item  which  in


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<PAGE>


whole  or  in  part  contains,  embodies  or  manifests,   whether  in  printed,
handwritten,   coded,   magnetic,   digital  or  other  form,  any  Confidential
Information or Inventions and Works.

"PATENTS"  means (i) the  patent  rights in  patents  and  patent  applications,
industrial design registrations,  certificates of invention,  patent disclosures
and the inventions covered thereby, including, without limitation, the exclusive
right to make,  use and sell the subject  inventions,  (ii) any  reexaminations,
reissues,  renewals or  extensions  of any and all of the  foregoing  patents or
patent  applications,  and  (iii)  foreign  counterparts  of any  and all of the
foregoing, in each such case.

"PROPRIETARY  RIGHT" means any Patent,  copyright,  trade  secret,  name,  mark,
design,  slogan,  catch  phrase  or  other  trademark,  or any  other  protected
intellectual property right in any Confidential  Information,  Inventions and/or
Works or Material.


         By signing in the space below,  you are agreeing  with the Company that
you have read and understand this document, and agree to its terms.


TAG-IT PACIFIC, INC.                             COLIN DYNE

By:      /S/ STEPHEN FORTE                       By:      /S/ COLIN DYNE
         ----------------------------                     ----------------------
Name:    Stephen Forte                           Name:    Colin Dyne
Title:   Chief Executive Officer


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