EXHIBIT 10.7


                              TAG-IT PACIFIC, INC.

                              AMENDED AND RESTATED
                                 1997 STOCK PLAN
                           (AS AMENDED JULY 31, 2006)

1.       PURPOSE OF THE PLAN.

         The  purpose  of this  1997  Stock  Plan  (the  "Plan")  is to  provide
incentives and rewards to selected eligible directors,  officers,  employees and
consultants of Tag-It Pacific, Inc. (the "Company") or its subsidiaries in order
to  assist  the  Company  and its  subsidiaries  in  attracting,  retaining  and
motivating  those  persons  by  providing  for  or  increasing  the  proprietary
interests of those persons in the Company, and by associating their interests in
the Company with those of the Company's stockholders.

2.       ADMINISTRATION OF THE PLAN.

         The Plan shall be administered by the Board of Directors of the Company
(the "Board"), or a committee of the Board (the "Committee") whose members shall
serve at the  pleasure  of the Board.  If  administration  is  delegated  to the
Committee,  the Committee shall have, in connection with the  administration  of
the Plan, the powers theretofore  possessed by the Board (and references in this
Plan to the Board shall thereafter be to the Committee),  subject,  however,  to
such  resolutions,  not  inconsistent  with the provisions of the Plan as may be
adopted from time to time by the Board.

         The Board  shall have all the  powers  vested in it by the terms of the
Plan, including exclusive authority (i) to select from among eligible directors,
officers,  employees and  consultants,  those persons to be granted "Awards" (as
defined  below) under the Plan;  (ii) to determine  the type,  size and terms of
individual  Awards  (which  need  not be  identical)  to be made to each  person
selected;  (iii) to  determine  the time  when  Awards  will be  granted  and to
establish objectives and conditions (including,  without limitation, vesting and
performance conditions),  if any, for earning Awards; (iv) to amend the terms or
conditions of any outstanding  Award,  subject to applicable legal  restrictions
and to the  consent  of the other  party to such  Award;  (v) to  determine  the
duration  and purpose of leaves of  absences  which may be granted to holders of
Awards  without  constituting  termination  of their  employment for purposes of
their Awards; (vi) to authorize any person to execute, on behalf of the Company,
any  instrument  required  to  carry  out the  purposes  of the  Plan;  (vii) by
resolution  adopted by the  Board,  to  authorize  one or more  officers  of the
Company to do one or both of the following:  (a) designate eligible officers and
employees of the Company or any of its  subsidiaries  to be recipients of Awards
and (b)  determine the number of such Awards to be received by such officers and
employees,  provided that the resolution so authorizing such officer or officers
shall specify the total number of Awards such officer or officers may award; and
(viii)  to make  any and all  other  determinations  which it  determines  to be
necessary or advisable in the  administration  of the Plan. The Board shall have
full power and  authority to  administer  and  interpret  the Plan and to adopt,
amend and revoke such rules, regulations, agreements, guidelines and instruments
for the  administration  of the Plan and for the conduct of its  business as the
Board deems necessary or advisable.  The Board's interpretation of the Plan, and
all actions taken and  determinations  made by the Board  pursuant to the powers
vested  in it  hereunder,  shall  be  conclusive  and  binding  on  all  parties
concerned, including the Company, its stockholders, any participants in the Plan
and any other employee of the Company or any of its subsidiaries.


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3.       PERSONS ELIGIBLE UNDER THE PLAN.

         Any person who is a director,  officer,  employee or  consultant of the
Company,  or any of its subsidiaries (a "Participant"),  shall be eligible to be
considered for the grant of Awards under the Plan.

4.       AWARDS.

         a) COMMON STOCK AND DERIVATIVE SECURITY AWARDS. Awards authorized under
the Plan shall consist of any type of arrangement with a Participant that is not
inconsistent with the provisions of the Plan and that, by its terms, involves or
might  involve or be made with  reference  to the  issuance of (i) shares of the
Common Stock,  $.001 par value per share, of the Company (the "Common Stock") or
(ii) a  "derivative  security"  (as that term is defined in Rule 16a-1(c) of the
Rules and  Regulations  of the  Securities  and  Exchange  Commission  under the
Securities  Exchange  Act of 1934,  as amended,  as the same may be amended from
time to time) with an exercise or  conversion  price related to the Common Stock
or with a value derived from the value of the Common Stock.

         b) TYPES OF AWARDS.  Awards are not restricted to any specified form or
structure and may include,  but need not be limited to, sales, bonuses and other
transfers of stock, restricted stock, stock options, reload stock options, stock
purchase warrants,  other rights to acquire stock or securities convertible into
or redeemable for stock,  stock  appreciation  rights,  phantom stock,  dividend
equivalents, performance units or performance shares, or any other type of Award
which  the  Board  shall   determine  is  consistent  with  the  objectives  and
limitations  of the Plan.  An Award may consist of one such security or benefit,
or two or more of them in tandem or in the alternative.

         c)  CONSIDERATION.  Common Stock may be issued pursuant to an Award for
any  lawful  consideration  as  determined  by  the  Board,  including,  without
limitation,   a  cash  payment,   services  rendered,  or  the  cancellation  of
indebtedness.

         d) GUIDELINES.  The Board may adopt,  amend or revoke from time to time
written policies  implementing the Plan. Such policies may include, but need not
be limited to, the type, size and term of Awards to be made to participants  and
the conditions for payment of such Awards.

         e) TERMS AND  CONDITIONS.  Subject to the  provisions of the Plan,  the
Board, in its sole and absolute discretion, shall determine all of the terms and
conditions  of  each  Award  granted  pursuant  to the  Plan,  which  terms  and
conditions may include, among other things:

                  i) any  provision  necessary  for such  Award to qualify as an
         incentive  stock option under Section 422 of the Internal  Revenue Code
         of 1986, as amended (the "Code") (an "Incentive Stock Option");


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                  ii) a provision  permitting the recipient of such Award to pay
         the  purchase  price of the  Common  Stock or other  property  issuable
         pursuant  to such Award,  or to pay such  recipient's  tax  withholding
         obligation  with  respect  to such  issuance,  in whole or in part,  by
         delivering  previously  owned  shares of capital  stock of the  Company
         (including  "pyramiding") or other property,  or by reducing the number
         of shares of Common  Stock or the  amount of other  property  otherwise
         issuable pursuant to such Award; or

                  iii) a provision  conditioning or accelerating  the receipt of
         benefits  pursuant  to the Award,  or  terminating  the  Award,  either
         automatically or in the discretion of the Board, upon the occurrence of
         specified events, including, without limitation, a change of control of
         the Company,  an  acquisition  of a specified  percentage of the voting
         power of the Company,  the dissolution or liquidation of the Company, a
         sale of substantially  all of the property and assets of the Company or
         an event of the type described in Section 7 of the Plan.

         f) SUSPENSION OR TERMINATION OF AWARDS.  If the Company believes that a
Participant has committed an act of misconduct as described  below,  the Company
may suspend the Participant's  rights under any then outstanding Award pending a
determination  by the Board.  If the Board  determines  that a  Participant  has
committed an act of  embezzlement,  fraud,  nonpayment of any obligation owed to
the Company or any subsidiary,  breach of fiduciary duty or deliberate disregard
of the Company's rules resulting in loss, damage or injury to the Company, or if
a Participant  makes an unauthorized  disclosure of trade secret or confidential
information  of  the  Company,   engages  in  any  conduct  constituting  unfair
competition,  or induces any  customer of the Company to breach a contract  with
the Company,  neither the Participant nor his or her estate shall be entitled to
exercise  any rights  whatsoever  with  respect to such  Award.  In making  such
determination,  the Board  shall act  fairly and shall  give the  Participant  a
reasonable  opportunity  to appear and present  evidence on his or her behalf to
the Board.

         g) MAXIMUM GRANT OF AWARDS TO ANY  PARTICIPANT.  No  Participant  shall
receive Awards  representing  more than 50% of the aggregate number of shares of
Common  Stock that may be issued  pursuant  to all Awards  under the Plan as set
forth in Section 5 hereof.

5.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

         The  aggregate  number of shares of Common  Stock that may be issued or
issuable  pursuant to all Awards under the Plan (including Awards in the form of
Incentive  Stock Options and  Non-Statutory  Stock  Options) shall not exceed an
aggregate of 6,000,000 shares of Common Stock, subject to adjustment as provided
in  Section  7 of the  Plan.  Shares of  Common  Stock  subject  to the Plan may
consist,  in whole or in part,  of  authorized  and unissued  shares or treasury
shares.  Any shares of Common  Stock  subject  to an Award  which for any reason
expires or is terminated  unexercised as to such shares shall again be available
for  issuance  under the Plan.  For  purposes of this  Section 5, the  aggregate
number  of shares of Common  Stock  that may be issued at any time  pursuant  to
Awards  granted  under the Plan shall be reduced  by: i) the number of shares of
Common Stock previously  issued pursuant to Awards granted under the Plan, other
than shares of Common Stock  subsequently  reacquired by the Company pursuant to
the terms and  conditions  of such  Awards and with  respect to which the holder
thereof received no benefits of ownership, such as dividends; and ii) the number
of shares of Common  Stock  which were  otherwise  issuable  pursuant  to Awards
granted under this Plan but which were withheld by the Company as payment of the
purchase price of the Common Stock issued  pursuant to such Awards or as payment
of the recipient's tax withholding obligation with respect to such issuance.


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6.       PAYMENT OF AWARDS.

         The Board shall  determine  the extent to which Awards shall be payable
in cash, shares of Common Stock or any combination  thereof. The Board may, upon
request of a  Participant,  determine that all or a portion of a payment to that
Participant  under the Plan,  whether it is to be made in cash, shares of Common
Stock or a combination thereof,  shall be deferred.  Deferrals shall be for such
periods and upon such terms as the Board may determine in its sole discretion.

7.       DILUTION AND OTHER ADJUSTMENT.

         In the event of any  change  in the  outstanding  shares of the  Common
Stock or other securities then subject to the Plan by reason of any stock split,
reverse stock split, stock dividend,  recapitalization,  merger,  consolidation,
combination or exchange of shares or other similar  corporate  change, or if the
outstanding  securities  of the class then subject to the Plan are exchanged for
or converted into cash, property or a different kind of securities,  or if cash,
property or securities are distributed in respect of such outstanding securities
as a class (other than cash dividends),  then the Board may, but it shall not be
required  to,  make  such  equitable  adjustments  to the  Plan  and the  Awards
thereunder  (including,   without  limitation,   appropriate  and  proportionate
adjustments in (i) the number and type of shares or other  securities or cash or
other  property  that may be acquired  pursuant to Incentive  Stock  Options and
other Awards  theretofore  granted under the Plan,  (ii) the maximum  number and
type of shares or other  securities  that may be issued  pursuant  to  Incentive
Stock Options and other Awards thereafter  granted under the Plan; and (iii) the
maximum  number of  securities  with respect to which Awards may  thereafter  be
granted  to any  Participant  in any  fiscal  year)  as the  Board  in its  sole
discretion  determines  appropriate,  including any  adjustments  in the maximum
number of shares referred to in Section 5 of the Plan. Such adjustments shall be
conclusive and binding for all purposes of the Plan.

8.       MISCELLANEOUS PROVISIONS.

         a)  DEFINITIONS.  As used  herein,  "subsidiary"  means any  current or
future  corporation  which would be a "subsidiary  corporation," as that term is
defined in Section  424(f) of the Code, of the Company;  and the term "or" means
"and/or."

         b) CONDITIONS ON ISSUANCE.  Securities  shall not be issued pursuant to
Awards  unless the grant and  issuance  thereof  shall  comply with all relevant
provisions of law and the  requirements of any securities  exchange or quotation
system upon which any securities of the Company are listed, and shall be further
subject to approval of counsel for the Company with respect to such  compliance.
Inability of the Company to obtain  authority  from any  regulatory  body having
jurisdiction,  which  authority is determined by Company counsel to be necessary
to the lawful  issuance  and sale of any  security or Award,  shall  relieve the
Company  of any  liability  in  respect  of the  nonissuance  or  sale  of  such
securities as to which requisite authority shall not have been obtained.


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         c) RIGHTS AS  STOCKHOLDER.  A participant  under the Plan shall have no
rights as a holder of Common Stock with respect to Awards hereunder,  unless and
until certificates for shares of such stock are issued to the participant.

         d) ASSIGNMENT OR TRANSFER.  Subject to the discretion of the Board, and
except with respect to Incentive Stock Options which are not transferable except
by will or the laws of descent and  distribution,  Awards  under the Plan or any
rights or interests therein shall be assignable or transferable.

         e) AGREEMENTS.  All Awards granted under the Plan shall be evidenced by
written  agreements in such form and containing  such terms and conditions  (not
inconsistent with the Plan) as the Board shall from time to time adopt.

         f) WITHHOLDING  TAXES.  The Company shall have the right to deduct from
all Awards  hereunder  paid in cash any federal,  state,  local or foreign taxes
required by law to be withheld  with respect to such awards and, with respect to
awards  paid in stock,  to require  the payment  (through  withholding  from the
participant's  salary or  otherwise)  of any such taxes.  The  obligation of the
Company to make  delivery of Awards in cash or Common  Stock shall be subject to
the restrictions imposed by any and all governmental authorities.

         g) NO RIGHTS TO AWARD.  No  Participant  or other person shall have any
right to be granted  an Award  under the Plan.  Neither  the Plan nor any action
taken  hereunder  shall be construed as giving any  Participant  any right to be
retained  in the  employ  of the  Company  or any of its  subsidiaries  or shall
interfere  with or  restrict  in any way the rights of the Company or any of its
subsidiaries,  which are hereby reserved, to discharge a Participant at any time
for any reason whatsoever, with or without good cause.

         h) COSTS AND EXPENSES. The costs and expenses of administering the Plan
shall  be  borne  by  the  Company  and  not  charged  to any  Award  nor to any
Participant receiving an Award.

         i) FUNDING OF PLAN.  The Plan shall be unfunded.  The Company shall not
be required  to  establish  any  special or  separate  fund or to make any other
segregation of assets to assure the payment of any Award under the Plan.

9.       AMENDMENTS AND TERMINATION.

         a) AMENDMENTS. The Board may at any time terminate or from time to time
amend the Plan in whole or in part,  but no such action shall  adversely  affect
any rights or obligations with respect to any Awards  theretofore made under the
Plan. However, with the consent of the Participant affected, the Board may amend
outstanding  agreements  evidencing  Awards  under  the  Plan  in a  manner  not
inconsistent with the terms of the Plan.

         b)  STOCKHOLDER  APPROVAL.  To the extent that Section 422 of the Code,
other applicable law, or the rules, regulations, procedures or listing agreement
of any national  securities  exchange or  quotation  system,  requires  that any
amendment of the Plan be approved by the  stockholders  of the Company,  no such
amendment shall be effective unless and until it is approved by the stockholders
in such a manner and to such a degree as is required.


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         c) TERMINATION.  Unless the Plan shall theretofore have been terminated
as above provided,  the Plan (but not the awards  theretofore  granted under the
Plan) shall terminate on and no awards shall be granted after October 1, 2007.

10.      EFFECTIVE DATE.

         The Plan is  effective  on October  1,  1997,  the date on which it was
adopted by the Board of Directors of the Company and the holders of the majority
of the Common Stock of the Company.

11.      GOVERNING LAW.

         The Plan and any agreements  entered into thereunder shall be construed
and governed by the laws of the State of Delaware  applicable to contracts  made
within,  and to be performed  wholly within,  such state,  without regard to the
application of conflict of laws rules thereof.


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