EXHIBIT 10.21.3


                                                             March 31, 2008



Talon International, Inc.
(f/k/a Tag-It Pacific, Inc.)
21900 Burbank Blvd., Suite 270
Woodland Hills, CA 91367
Attention:  Mr. Lonnie D. Schnell, CEO

         Re:      AMENDMENT NO. 3 TO LOAN AGREEMENT

Dear Sirs:

         Reference is made to the Revolving Credit and Term Loan Agreement dated
as of June 27,  2007,  as amended  by  Amendment  No. 1 dated July 30,  2007 and
Amendment No. 2 dated November 19, 2007 (collectively, the "LOAN AGREEMENT"), by
and between Bluefin Capital,  LLC (the "LENDER") and Talon  International,  Inc.
(f/k/a Tag-It Pacific, Inc.) (the "BORROWER"). All capitalized terms used herein
without  definition  have the respective  meanings  ascribed to them in the Loan
Agreement.

         This will confirm the  agreement of the Lender and the Borrower to make
the following amendments to the Loan Agreement.

         1.       DEFINITIONS.

                  (a)      The following additional definitions are hereby added
to Article 1 of the Loan Agreement in the appropriate alphabetical sequence:

                  "ADDITIONAL  NOTE"  shall  mean  the  promissory  note  of the
Borrower in the principal amount of $1,000,000  issued to the Lender pursuant to
Amendment No. 3.

                  "AMENDMENT  NO.  2"  shall  mean the  Amendment  No. 2 to Loan
Agreement dated November 19, 2007 by and between the Lender and the Borrower.

                  "AMENDMENT  NO.  3"  shall  mean the  Amendment  No. 3 to Loan
Agreement dated March 31, 2008 by and between the Lender and the Borrower.

                  (b)      The  definition  of  "EBITDA"  is hereby  amended  by
adding the following new sentence at the end of the definition: "The calculation
of EBITDA  hereunder  shall  exclude  any gains or losses from the sale or other
disposition  of shares of Cygne Design stock held by the Borrower on the date of
Amendment No. 3."


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                  (c)      The  definition of "Notes" is hereby amended so as to
include therein the Additional Note.

         2.       AMENDMENTS TO BORROWING BASE.

                  (a)      Clause (e) of the definition of "Eligible Account" is
hereby amended so as to read in full as follows: "(e) it has not remained unpaid
in whole or in part for a period  exceeding either (i) sixty (60) days after the
original due date of the subject invoice,  or (ii) one hundred twenty (120) days
after the date of the underlying shipment or service;"

                  (b)      The parenthetical  phrase at the end of clause (c) of
the  definition  of  "Eligible  Inventory"  is hereby  amended  so as to read as
follows:  "(provided  that up to $500,000 in value of inventory held by a single
vendor/supplier,  and up to a maximum of $1,000,000 in the aggregate held by all
vendors/suppliers,  for drop  shipment  to a  customer  for the  benefit  of the
Borrower or the subject Subsidiary may be considered to be Eligible Inventory if
it otherwise meets all other criteria set forth in this definition)".

                  (c)      The   reference   to  "75%"  in  clause  (a)  of  the
definition of "Borrowing Base" is hereby amended to "85%", and clause (c) of the
definition of "Borrowing Base" is hereby amended to read "(c) Reserved,".

         3.       AFFIRMATIVE COVENANTS.

                  (a)      Section 5.09 of the Loan Agreement is hereby amended,
retroactive to February, 4, , 2008, so as to read in full as follows:

                  SECTION 5.09.  MANAGEMENT.Cause  Lonnie D. Schnell to continue
                  to be employed or to function as the Chief  Executive  Officer
                  of the Borrower  and Lawrence  Dyne to continue to be employed
                  or to function as the Executive  Vice  President-Sales  of the
                  Borrower,  unless a successor is  appointed  within sixty (60)
                  days  after  the  termination  of  the  subject   individual's
                  employment  and such successor is reasonably  satisfactory  to
                  the Lender.

                  (b)      Section 5.12 of the Loan  Agreement,  and paragraph 9
of Amendment No. 2, are hereby  replaced in their  entirety by the following new
Section 5.12, which is hereby incorporated into the Loan Agreement:

                  SECTION  5.12.   LANDLORD   WAIVERS.   Use  all   commercially
                  reasonable efforts to obtain (a) on or prior to June 30, 2008,
                  in respect of all leased Real Properties located in the United
                  States,  Landlord Waivers and/or access agreements in form and
                  substance  reasonably  satisfactory  to the  Lender,  and  (b)
                  within  90 days  after  such  circumstance  first  arises,  in
                  respect of any other  location  at which,  at any time or from
                  time  to  time,   there  is  stored  or  held  any  Collateral
                  consisting  of  equipment,   or  other  Collateral  having  an
                  aggregate  fair  market  value in excess of  $100,000,  bailee
                  waivers,   warehousemen's   waivers,   or   other   comparable
                  agreements in form and substance  reasonably  satisfactory  to
                  the Lender; PROVIDED,  HOWEVER, that (i) the failure to obtain
                  any such waiver from a  warehouse  facility  shall not, in the
                  absence of the failure of the  Borrower or its  Subsidiary  to
                  use  commercially  reasonable  efforts to obtain such  waiver,
                  constitute a default or an Event of Default,  and (ii) neither


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                  the  Borrower nor any  Subsidiary  shall be required to obtain
                  waivers or access agreements from vendors or suppliers holding
                  Collateral  only for drop  shipment to the  Borrower's  or any
                  Subsidiary's  customers  on  behalf  of  the  Borrower  or any
                  Subsidiary.

                  (c)      Section 5.13 of the Loan  Agreement,  and paragraph 8
of Amendment No. 2, are hereby  replaced in their  entirety by the following new
Section 5.13, which is hereby incorporated into the Loan Agreement:

                  SECTION  5.13.  DEPOSIT  ACCOUNTS.  With  respect  to all bank
                  accounts and/or securities accounts maintained by the Borrower
                  or any  Subsidiary  on the date of Amendment No. 3, (a) if the
                  account or securities  account is located in the United States
                  or Hong  Kong ,  obtain,  on or prior to June  30,  2008,  the
                  execution  and  delivery  by the  subject  bank or  securities
                  intermediary of a Control Agreement executed by the Lender and
                  the  Borrower or its  subject  Subsidiary,  failing  which the
                  Borrower or the subject  Subsidiary  shall  thereafter keep no
                  more than $50,000 (or the  equivalent in local  currency based
                  upon  then-prevailing  exchange rates) in the aggregate in any
                  account  (and $ 200,000 in the  aggregate  as to all  accounts
                  held in any single  country) held in such country,  and (b) if
                  the  bank  account  or   securities   account  is  located  in
                  Indonesia,  Vietnam or any country or  territory  not named in
                  the preceding clause (a) (excluding China),  then no more than
                  $50,000  (or the  equivalent  in  local  currency  based  upon
                  then-prevailing  exchange  rates) in the aggregate may be held
                  in accounts  located in each such  country;  and, upon opening
                  any new bank account or securities  account (wherever located)
                  subsequent  to the date of Amendment  No. 3, notify the Lender
                  thereof and cause the subject bank or securities  intermediary
                  promptly  to  execute  and  deliver  to the  Lender a  Control
                  Agreement  in  respect  of such  bank  account  or  securities
                  account,  and if the required Control Agreement is not entered
                  into within sixty (60) days after the opening of such account,
                  then the Borrower or the subject  Subsidiary  shall thereafter
                  keep no more than $50,000 (or the equivalent in local currency
                  based upon then-prevailing exchange rates) in the aggregate in
                  any account (and $ 200,000 in the aggregate as to all accounts
                  held in any single country) held in any additional country .

                  With  respect all bank  accounts  and/or  securities  accounts
                  maintained  in China (only) by the Borrower or any  Subsidiary
                  on the date of Amendment No. 3, Borrower  shall obtain,  on or
                  prior to June 30,  2008,  the  execution  and  delivery by the
                  subject bank or securities intermediary of a Control Agreement
                  executed  by the  Lender  and  the  Borrower  or  its  subject
                  Subsidiary,   failing   which  the  Borrower  or  the  subject
                  Subsidiary  shall  thereafter  agree with Lender upon the cash
                  limits and controls  that the Borrower will employ in accounts
                  in China.

         4.       NEGATIVE  COVENANTS.  Section  6.17 of the Loan  Agreement  is
hereby amended so as to read in full as follows:

                  SECTION 6.17. EBITDA; COVERAGE TEST. For any fiscal quarter of
                  the Borrower  ending on any of the dates listed below,  permit
                  (a)  EBITDA  to be less  than  $1.00,  or (b) the ratio of (i)
                  EBITDA for such  fiscal  quarter,  to (ii) the  principal  and


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<PAGE>


                  interest  payments on Indebtedness made or required to be made
                  by the  Borrower  and  its  Subsidiaries  during  such  fiscal
                  quarter (excluding principal of the Convertible Debentures and
                  principal  payments  made from a  matched  source  where  such
                  matched source makes the payment) to be less than the required
                  ratio corresponding to such date as set forth in the following
                  table:

         QUARTER ENDING                                   REQUIRED MINIMUM RATIO
         --------------                                   ----------------------
         June 30, 2008                                         1.75 : 1.00

         September 30, 2008                                    0.30 : 1.0

         December 31, 2008                                     0.10 : 1.00

         March 31, 2009                                      .30.00 : 1.00

         June 30, 2009 and each fiscal quarter thereafter      1:00 : 1:00


                  ;  PROVIDED,  HOWEVER,  that (i) the  failure to  achieve  the
                  required minimum EBITDA and/or ratio in any particular  fiscal
                  quarter shall not  constitute a default or an Event of Default
                  if (and only  if),  (A) the  Borrower  achieved  the  required
                  minimum EBITDA and ratio in the immediately  preceding  fiscal
                  quarter  (if  applicable),  and (B) within ten (10) days after
                  the end of  such  fiscal  quarter,  the  Borrower  pays to the
                  Lender a cash  waiver fee in an amount  equal to 1% of the sum
                  of (w) the  principal  balance of the Term Loan,  plus (x) the
                  greater  of the  Maximum  Revolver  Amount or the  outstanding
                  principal amount of Advances,  determined as of the end of the
                  subject  fiscal  quarter,  and (ii) the failure to achieve the
                  required  minimum EBITDA and/or ratio as at the end of any two
                  (2) consecutive fiscal quarters shall not constitute a default
                  or an Event of Default if (and only if) the  Borrower  (A) has
                  timely paid the waiver fee under  clause (i) hereof in respect
                  of the first such fiscal quarter,  and (B) pays to the Lender,
                  within ten (10) days after the end of the second  such  fiscal
                  quarter, a cash waiver fee in an amount equal to 2% of the sum
                  of (y) the  principal  balance of the Term Loan,  plus (z) the
                  greater  of the  Maximum  Revolver  Amount or the  outstanding
                  principal  amount of Advances,  determined  as of the close of
                  the second such fiscal quarter.

         5.       OTHER AMENDMENTS/WAIVERS.

                  (a)      The  Lender  hereby  waives  any  default or Event of
Default  under  Section  6.09 of the Loan  Agreement  arising  by  reason of the
Borrower's  payment  of  severance  compensation  to  former  executives  of the
Borrower in aggregate amounts not exceeding $547,000 in the first quarter of the
Fiscal Year ending December 31, 2008.


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<PAGE>


                  (b)      The  Lender  hereby  waives  any  default or Event of
Default  consisting  of  the  sale  by  the  Borrower,  from  time  to  time  at
then-prevailing  market prices,  of common stock of Cygne Designs currently held
by the Borrower.

         6.       WARRANT  REDEMPTION.  Simultaneously  with the  execution  and
delivery of this Amendment No. 3, the Lender is delivering to the Borrower,  for
redemption  by the  Borrower,  all of the  Warrants  (covering  an  aggregate of
2,100,000  shares of Common Stock),  in  consideration  of which the Borrower is
paying to the Lender the sum of $1,000,000,  constituting part of the Additional
Note  being  issued  pursuant  to  paragraph  7  below.   The  Lender  makes  no
representations or warranties regarding the Warrants or the value thereof, other
than that the Lender has  unencumbered  title to the Warrants and full power and
authority to deliver the Warrants for redemption hereunder.

         7.       ADDITIONAL   NOTE.  In   consideration   of  the  waivers  and
amendments  provided  in this  Amendment  No. 3, the  Borrower  is paying to the
Lender a waiver/amendment fee in the amount of $145,000; and in consideration of
the  surrender  of the Warrants  for  redemption,  the Borrower is paying to the
Lender a redemption price of $1,000,000.  The redemption amount shall be payable
pursuant to the 8.5% promissory note of the Borrower in the principal  amount of
$1,000,000  due June 30,  2010,  which is being  issued by the  Borrower  to the
Lender  simultaneously  with the execution and delivery of this Amendment No. 3,
and the  waiver/amendment fee will be paid by debiting such amount as an Advance
under the Borrower's  revolving credit facility with the Lender.  The Borrower's
obligations under such Additional Note shall constitute Obligations, which shall
be Guaranteed  pursuant to the Guaranty  Agreement and secured by the Collateral
pursuant to the Security Documents.

         8.       REGISTRATION.  Section  7 of  Amendment  No. 2  extending  the
required effective date for the Registration  Statement in respect of all Shares
covered  by the  Registration  Statement  to April 15,  2008 is  hereby  further
extended to May 15, 2008.

         9.       EXPENSES.  The Borrower  shall pay or reimburse  the Lender on
demand  for its  costs  and  expenses  (including  reasonable  attorneys'  fees)
incurred in connection with the preparation of this Amendment No. 3.

         10.      REAFFIRMATION.

                  (a)      The   Borrower   hereby    reaffirms   all   of   its
representations  and  warranties  in the  Loan  Documents  on and as of the date
hereof, as if expressly made on and as of the date hereof.

                  (b)      The Borrower hereby (i) confirms the ongoing validity
of  all  of  the  Obligations   outstanding  on  the  date  hereof  and  on  the
effectiveness of this Amendment No. 3 (after giving effect to this Amendment No.
3), (b) confirms that such Obligations are owing without  reservation,  defense,
counterclaim or offset, (c) confirms that, after giving effect to this Amendment
No. 3,  neither  the  Borrower  nor any  Subsidiary  has any claims or causes of
action against the Lender or any of its  Affiliates,  managers or officers,  and
(d) acknowledges, confirms and agrees that none of the amendments to be effected
by this  Amendment No. 3 shall  constitute a novation of any of the  Obligations
outstanding immediately prior to the effectiveness of this Amendment No. 3.


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<PAGE>


                  (c)      The Borrower hereby  reaffirms the validity of all of
the liens and security interests  heretofore granted to the Lender as collateral
security  for the  Obligations,  and  acknowledges  that all of such  liens  and
security  interests,  and all collateral  heretofore pledged as security for the
Obligations, continues to be and remains collateral for the Obligations from and
after the effectiveness of this Amendment No. 3.

         11.      REPRESENTATIONS  AND  WARRANTIES.  Each of the  Lender and the
Borrower  hereby  represents and warrants that (a) this Amendment No. 3 has been
duly and validly authorized by all necessary corporate or company action on such
Party's part,  (b) this  Amendment No. 3 has been duly executed and delivered by
such party's duly authorized  officer,  and (c) this Amendment No. 3 constitutes
such party's  valid and binding  obligation,  enforceable  against such party in
accordance with its terms.

         12.      ONGOING  FORCE AND  EFFECT;  WAIVER AND  AMENDMENT.  Except as
expressly  set  forth  herein,  all of the  terms  and  conditions  of the  Loan
Agreement and the other Loan  Documents  remain  unchanged and in full force and
effect.  All references to the Loan Agreement in any other Loan Documents  shall
hereafter  mean and refer to the Loan Agreement as amended by this Amendment No.
3. This Amendment No. 3 may not be amended or modified,  nor may any performance
required  hereunder be waived,  except pursuant to a written agreement signed by
the party to be charged therewith.

         13.      GOVERNING  LAW. This  Amendment No. 3 shall be governed by and
construed in accordance  with the laws of the State of New York,  without giving
effect to conflicts of laws principles.

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         Kindly  confirm your  agreement to the  foregoing by  countersigning  a
counterpart copy of this Amendment No. 3 in the space provided below.

                                     Very truly yours,


                                     BLUEFIN CAPITAL, LLC


                                     By:  /S/ GARY E. JAGGARD
                                        ----------------------------------------
                                              Gary E. Jaggard, Managing Director


Acknowledged, Confirmed and Agreed To:


TALON INTERNATIONAL, INC.
(f/k/a Tag-It Pacific, Inc.)


By:  /S/ LONNIE D. SCHNELL
   ------------------------------------------------
         Lonnie D. Schnell, Chief Executive Officer


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