EXHIBIT 10.28

                   SALES AND SERVICE REPRESENTATIVE AGREEMENT


         THIS SALES REPRESENTATIVE AGREEMENT (this "AGREEMENT"), is entered into
this 13th day of November, 2009, by and between Talon International,  a Delaware
corporation  located at 21900 Burbank Blvd.,  Woodland Hills, CA 91367, USA (the
"COMPANY"),  and The Link  Trading  LLC,  a  company  formed  under  the laws of
California located at 6205 Busch Drive, Malibu, CA 90265 ("REPRESENTATIVE").

         In  consideration  of the mutual  covenants and agreements set forth in
 this Agreement, the parties agree as follows:

         1.       DEFINITIONS.  As used in this  Agreement,  the following terms
                  have the following meanings:

                  1.1      "DESIGNATED CUSTOMER" means any third party listed on
                           Exhibit A hereto (i) with whom the  Company  does not
                           have a preexisting  business  relationship  as of the
                           date of this  Agreement,  (ii)  who is not an  entity
                           engaged in the retail sales of zipper products in the
                           United States or the manufacture of such products, or
                           any affiliate or subsidiary of any such entity, (iii)
                           with  whom  the   Company   establishes   a  business
                           relationship  as a direct result of  Representative's
                           solicitation  efforts hereunder,  and (iv) who is not
                           an Excluded Customer. The Company may at any time and
                           from  time  to time  update  Exhibit  A and  identify
                           additional  third  parties as a Designated  Customer,
                           provided they are not Excluded Customers.

                  1.2      "EXCLUDED  CUSTOMER" means any third party not listed
                           on Exhibit A hereto  with whom the Company may have a
                           preexisting   business   relationship  with,  or  has
                           previously  solicited  business  from  or  had a past
                           relationship with the Company.

                  1.3      "PRODUCTS"  means the Company's  products bearing the
                           Talon(TM),  Tag-it, or Tekfit trademark,  and apparel
                           trim products specifically  developed by Talon or for
                           Designated Customers.

                  1.4      "PURCHASE ORDER" means an order or orders to purchase
                           Products  from the  Company  placed  by a  Designated
                           Customer.

                  1.5      "TERM"  has the  meaning  set forth in  Section  10.1
                           hereof.

                  1.6      "TERRITORY" means the U.S.

         2.       REPRESENTATION. On the terms and subject to the conditions set
                  forth  in  this   Agreement,   the  Company  hereby   appoints
                  Representative,   and   Representative   hereby   accepts  the
                  Company's appointment, for the solicitation of Purchase Orders
                  during  the  Term,  on  a   non-exclusive   basis  within  the
                  Territory.  The Company and each of its affiliates  shall,  at
                  all times,  have the unrestricted and  unconditional  right to
                  promote,  distribute and sell, and to grant to any third party
                  the right to  promote,  distribute  and sell,  Products in the
                  Territory  upon such terms and  conditions as the Company,  in
                  its sole  and  absolute  discretion,  in each  instance  shall
                  determine.

         3.       CUSTOMER  SOLICITATION.  On  the  terms  and  subject  to  the
                  conditions set forth in this  Agreement,  Representative  will
                  solicit  Purchase  Orders  only  during  the Term  and  solely
                  through the direct solicitation of Designated Customers within
                  the Territory. Representative agrees that it shall not solicit
                  any Excluded Customer.  The Company and  Representative  shall
                  endeavor to  maintain a list of  Designated  Customers  and to
                  update such list from time to time during the Term.


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         4.       TERMS OF SALE AND PRICING.

                  4.1      PRICING.  Subject to the  provisions  of this Section
                           4.1,  the  Company  shall have the sole and  absolute
                           right at any time and from time to time to establish,
                           change,  alter or amend  prices,  charges,  terms and
                           conditions  governing  the  sale  of  Products.   The
                           purchase    prices    for    Products    quoted    by
                           Representative,  if any, shall be as set forth on the
                           Company's  price  list  (the  "PRICE  LIST")  then in
                           effect,  as the same may be  modified  by the Company
                           from time to time. Representative shall not quote any
                           other  price  to a  customer  or  potential  customer
                           unless  expressly  authorized  to do so in writing by
                           the Company. The Company reserves the right to change
                           the  Price   List  at  any  time  by  notice  to  the
                           Representative PROVIDED, at least five (5) days prior
                           to any material  change in list prices for any of the
                           Products,  the  Company  will  use  its  commercially
                           reasonable  efforts  to give  notice of the change to
                           Representative,   specifying   in  the   notice   the
                           effective  date of the change.  The Company shall not
                           apply a price change to any Purchase  Order for which
                           Representative  has  quoted a price in writing to the
                           applicable Designated Customer prior to effectiveness
                           of the price  change,  provided  that  such  Purchase
                           Order is made to the  Company  within  30 days of the
                           effective  date of the change and the Purchase  Order
                           specifies  delivery  of the  Products  within 60 days
                           from the date of the Purchase Order.

                  4.2      OFFER AND ACCEPTANCE. Representative shall not accept
                           Purchase  Orders for any of the  Products in the name
                           of the Company without the prior written  approval of
                           the Company.  Immediately  upon the expression by the
                           Designated Customer of interest in placing a Purchase
                           Order,  Representative  shall  advise the  Company by
                           telephone, facsimile, electronic mail or in person of
                           the terms of the Purchase  Order.  Subject to Section
                           4.1 hereof, the Company shall have the sole authority
                           to determine  the scope,  quantity,  price,  delivery
                           requirements  and other terms of the  Purchase  Order
                           and  Representative  shall make no  commitments  with
                           respect thereto.  The Company shall have the absolute
                           right to  accept  or reject  any  Purchase  Order for
                           whatever  reason.  No Purchase Order shall be binding
                           upon  the  Company  until  the  Company  accepts  the
                           Purchase  Order  in  accordance   with  its  standard
                           policies  and  procedures.  Subject  to  Section  4.1
                           hereof,  unless otherwise  expressly requested by the
                           Company,  the Company shall conduct all  negotiations
                           with  respect  to a  Purchase  Order.  Representative
                           shall,  if  requested  by  the  Company,  assist  the
                           Company in such negotiations.

                  4.3      INVOICES.  Unless  otherwise  agreed to in writing by
                           the  Company,  the Company  shall render all invoices
                           directly  to  each   Designated   Customer  and  such
                           Designated  Customer  shall be directed to submit all
                           payments to the Company.  The Company  shall have the
                           sole and absolute control with respect to collections
                           from  Designated  Customers,   including  the  right,
                           without the prior consent of Representative,  to make
                           or effect allowances, adjustments or settlements with
                           respect to any accounts  receivable from a Designated
                           Customer.  Representative  shall  hold in  trust  and
                           forward as promptly as practicable to the Company any
                           and all amounts  that  Representative  may collect or
                           receive  from any  Designated  Customer on account of
                           the  placement  of a Purchase  Order or  purchase  of
                           Products pursuant thereto.

                  4.4      CHANGE IN PRODUCT  OFFERINGS.  The Company shall have
                           the  right,  in its sole  discretion,  at any time or
                           from   time  to  time  to   change   the   design  or
                           specifications of the Products,  discontinue Products
                           or add new  Products,  modify its sales of  Products,
                           and/or stop the availability or selling of Products.

         5.       PROMOTION.  The  Company  shall  determine,  in its  sole  and
                  absolute  discretion,  whether,  and to what extent,  it shall
                  promote,  advertise,  market and sell the Products and nothing
                  contained herein shall obligate the Company to do so.


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         6.       MATERIALS.  The Company shall supply  Representative with such
                  reasonable   quantities   of   product   literature,   printed
                  advertisements and other promotional  materials concerning the
                  Products  that the  Company  may,  in its  sole  and  absolute
                  discretion,    determine   to   be   appropriate   to   assist
                  Representative in soliciting Designated  Customers;  PROVIDED,
                  HOWEVER,  nothing  contained herein shall obligate the Company
                  to  prepare  or print  any such  product  literature,  printed
                  advertisements  or  other  promotional  materials.   All  such
                  materials shall be provided in the language originally used by
                  the Company in their  preparation.  In  addition,  the Company
                  shall  provide  Representative  with such Product  educational
                  assistance  as the  Company  may,  in its  sole  and  absolute
                  discretion,    determine   to   be   appropriate   to   assist
                  Representative in soliciting Designated Customers.

         7.       REPRESENTATIVE DUTIES.

                  7.1      Representative  covenants  and  agrees  that,  at all
                           times during the Term it shall:

                           7.1.1    subject  to  Section 3 hereof,  devote  such
                                    time  as it  reasonably  determines  may  be
                                    necessary  to sell and promote the  Products
                                    within   the   Territory    through   direct
                                    solicitation  of  Designated   Customers  or
                                    other methods  designed to expand the market
                                    for the Products;

                           7.1.2    introduce   executives  of  the  Company  to
                                    representatives of Designated  Customers who
                                    have the corporate  authority to negotiate a
                                    Purchase Order with the Company;

                           7.1.3    conduct all of its  business in its own name
                                    and,  subject to the terms and conditions of
                                    this Agreement, in such manner as it may see
                                    fit;

                           7.1.4    supply the  Company  with  periodic  written
                                    reports  of sales and other  marketing  data
                                    reasonably requested by the Company relating
                                    to the marketing,  distribution  and sale of
                                    the Products, including, without limitation,
                                    the  name  and  address  of  all  Designated
                                    Customers  and  potential   customers   that
                                    Representative has contacted,  and the dates
                                    and results of such contacts;

                           7.1.5    perform  all of its  obligations  under this
                                    Agreement  in a manner  consistent  with all
                                    applicable laws and regulations and with the
                                    principles  of  good  conduct  and  business
                                    ethics,  in order to protect and enhance the
                                    name of the Company,  the  reputation of the
                                    Products,  and the goodwill  attached to the
                                    trade  name  and  any  trademarks  in use or
                                    hereafter adopted or used by the Company;

                           7.1.6    observe and comply in all material  respects
                                    with  all  laws  and   regulations   of  all
                                    governmental  authorities with  jurisdiction
                                    over   the   Representative   or  over   the
                                    marketing,   distribution  or  sale  of  the
                                    Products;

                           7.1.7    abide by the Company's  policies of which it
                                    has  been   made   aware  in   writing   and
                                    communicate    the   same   to    Designated
                                    Customers;

                           7.1.8    assist  the  Company  in  establishing   and
                                    maintaining  a  good  business  relationship
                                    with Designated Customers; and


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                           7.1.9    promptly  advise  the  Company  of  (i)  any
                                    changes in status,  organization,  personnel
                                    and   similar   matters   with   respect  to
                                    Representative,  and (ii) any  complaints or
                                    claims   brought   or   threatened   against
                                    Representative  with  respect to its actions
                                    as Representative  hereunder, the marketing,
                                    promotion  or  sale of the  Products  or any
                                    alleged defect in any Products.

                  7.2      Representative  covenants  and  agrees  that,  at all
                           times during the Term it shall not, without the prior
                           written consent of the Company:

                           7.2.1    make    or   give    any    representations,
                                    warranties,  guarantees or assurances to any
                                    Designated  Customer  or other  third  party
                                    respecting  the quality,  efficacy,  safety,
                                    merchantability    or   fitness    for   any
                                    particular purpose of any Product;

                           7.2.2    use any promotional or advertising materials
                                    relating to any Product in  connection  with
                                    the exercise of its rights or performance of
                                    its   obligations   hereunder  or  otherwise
                                    unless   and  until  such   materials   have
                                    received   the   Company's   prior   written
                                    approval;

                           7.2.3    directly or indirectly,  offer, pay, promise
                                    to pay,  or  authorize  the  payment  of any
                                    money  or  thing  of  value  to any  foreign
                                    official or any person,  in violation of the
                                    United States Foreign Corrupt  Practices Act
                                    or any other similar law or regulation;

                           7.2.4    use the Company's  trade names or trademarks
                                    except as provided herein;

                           7.2.5    propose  or   present   to  any   Designated
                                    Customer  an   opportunity   to  obtain  any
                                    Products  as part of a  package,  bundle  or
                                    concurrent  purchase  with  any  product  or
                                    service  provided  by any entity  other than
                                    the Company; or

                           7.2.6    sell or promote the Products  outside of the
                                    Territory.

                           7.2.7    represent  itself,  or  allow  itself  to be
                                    represented,  in any manner as an affiliate,
                                    subsidiary,  subdivision  or  branch  of the
                                    Company or any of its  affiliates,  or as an
                                    agent or representative thereof other than a
                                    representative  for  purposes of  soliciting
                                    Purchase  Orders pursuant to this Agreement,
                                    to any  Designated  Customer  or other third
                                    party,   including  without  limitation  any
                                    retailer, apparel brand, manufacturers agent
                                    or factory.

         8.       COMMISSIONS.

                  8.1      COMMISSIONS. In consideration of the timely, full and
                           complete   performance  by   Representative   of  its
                           obligations under this Agreement,  and subject to the
                           terms and  conditions of this Section 8 and the other
                           provisions of this  Agreement,  the Company shall pay
                           to  Representative  a commission  (the  "COMMISSION")
                           with respect to Gross  Receipts  collected  from each
                           Purchase  Order  placed  by  a  Designated   Customer
                           following the direct and substantial  solicitation of
                           the  Designated   Customer  by  Representative.   The
                           Commission  shall be paid  monthly  in the  following
                           amounts:


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                           8.1.1.   with respect to each such Purchase Order for
                                    Products to be  delivered  to  factories  or
                                    agents  of  the  Designated   customers  for
                                    ultimate export to the Territory, the amount
                                    equal  to  7.0%  of  Gross  Receipts  to the
                                    Company  resulting  from such Purchase Order
                                    placed by such Designated Customer,  subject
                                    to  adjustment  as  described  in  paragraph
                                    8.1.2 below;  PROVIDED,  that if the Company
                                    is required by such  Designated  Customer to
                                    obtain  approval  of the  Products  by  such
                                    Designated   Customer   or  any   contractor
                                    manufacturing  on behalf of such  Designated
                                    Customer,  the amount of the Commission will
                                    equal 5.0% of such Gross Receipts; and

                           8.1.2.   with respect to the  commission  percentages
                                    noted  in  paragraph   8.1.1.   above,   the
                                    commission  percentage  shall be  lowered in
                                    0.5%  increments  for every similar  decline
                                    that the  Company's  average  direct  margin
                                    percentage   on  the   Designated   Customer
                                    purchase  orders,  falls below the Company's
                                    average  direct  margin  percentage  on  all
                                    other   purchase   orders    excluding   the
                                    Designated  Customers.  Such average  direct
                                    margin percentages and applicable Commission
                                    percentages  to be  determined  and  applied
                                    quarterly  on a  divisional  basis  for  the
                                    Company's Talon, Trim and Tekfit products.

                           8.1.3.   with respect to the Commissions  earned,  an
                                    amount equal to 2% of the Gross  Receipts of
                                    such  Purchase  Orders  collected  from  the
                                    Designated  Customer  shall be withheld from
                                    the     Commission     payments    to    the
                                    Representative  and  shall be  applied  as a
                                    payment,   first  against  the   outstanding
                                    interest  and then  against the  outstanding
                                    principal  balance of the Note  Payable owed
                                    to the Company by the Representative,  until
                                    such Note Payable is paid in full.


                  8.2      DEFINITIONS.   For  the  purposes  of  computing  and
                           determining the Commission:

                           8.2.1    "GROSS  RECEIPTS'"  of  any  Purchase  Order
                                    shall   mean  the  total   amount   actually
                                    collected  by the Company as a result of the
                                    applicable  Designated Customer with respect
                                    to the sale of the Products  included in the
                                    Purchase  Order,  less  all  sales,  excise,
                                    import,  value-added  or use taxes or duties
                                    and all other taxes or  governmental  levies
                                    of any kind,  any shipping or delivery costs
                                    and   expenses,   all  costs  and   expenses
                                    relating  to import or  export  quotas,  and
                                    bona   fide   trade   discounts,    rebates,
                                    royalties and  allowances  and similar items
                                    actually   incurred  by  the  Company   with
                                    respect to the sale of such Products; and

                           8.2.2    a  Purchase  Order  shall  be  deemed  to be
                                    placed "FOLLOWING THE DIRECT AND SUBSTANTIAL
                                    SOLICITATION  OF THE DESIGNATED  CUSTOMER BY
                                    REPRESENTATIVE" only if:

                                    (a)      The  Purchase   Order  is  for  the
                                             purchase    of    Products   by   a
                                             Designated  Customer  or its  third
                                             party  agent for export to or final
                                             use in the Territory; and

                                    (b)      Representative  has  contacted  the
                                             Designated Customer by telephone or
                                             in  person   for  the   purpose  of
                                             introducing  a Designated  Customer
                                             to the Company,  and Representative
                                             has  actively   and   substantially
                                             assisted   in  the  first  sale  of
                                             Products to the Designated Customer
                                             following such solicitation; and


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For purposes of clarity,  subject to Section 8.5 below, the parties  acknowledge
and agree that once  Representative  is entitled to a Commission with respect to
Gross Receipts collected from a Purchase Order placed by a Designated  Customer,
Representative shall continue to be entitled to a Commission with respect to all
Gross Receipts from  subsequent  Purchase  Orders placed by the same  Designated
Customer during the Payment Period regardless of whether  Representative assists
the Company in connection with any subsequent  Purchase  Order.  With respect to
any Designated Customer, the "Payment Period" is equal to the shorter of (i) the
remaining  time of the  initial  term of this  Agreement  at the time the  first
Purchase Order of such Designated  Customer is placed, and (ii) the period until
termination of this Agreement due to other than expiration of the Term (if any),
and is subject in all respects to the final  sentence of Section 8.5 below.  The
Company may, in its sole  discretion,  extend the Payment  Period in conjunction
with subsequent  renewals,  if any, of this Agreement upon the expiration of the
initial term.

                  8.3      PAYMENT. Representative will earn the Commission with
                           respect to any Gross  Receipts  on the day upon which
                           such Gross  Receipts  are  actually  collected by the
                           Company.   The  Company  shall  pay  all  Commissions
                           earned,  if any, to  Representative  on the thirtieth
                           (30th)  day of the  month  following  the  end of the
                           calendar  month  during  which the  applicable  Gross
                           Receipts are  collected by the Company.  For example,
                           Commission payments earned during March shall be made
                           by April 30th.

                  8.4      CREDITS. With respect to any Gross Receipts collected
                           from any Purchase Order for which  Representative has
                           earned or  received a  Commission  hereunder,  if the
                           Company subsequently refunds or grants the applicable
                           Designated  Customer  a credit for all or any part of
                           such  Gross   Receipts,   regardless  of  the  reason
                           therefor,  the  Company  may (i) with  respect to any
                           Commission  earned  but  not  yet  paid,  reduce  the
                           Commission   to   be   paid   by   a    corresponding
                           proportionate  amount,  or (ii) with  respect  to any
                           Commission    already    paid,    (a)   require   the
                           Representative   to,   and   if   so   required   the
                           Representative   shall,   refund  to  the  Company  a
                           corresponding  proportionate amount of the Commission
                           previously  paid within ten (10) days of notification
                           to  Representative  or (b) deduct  the  corresponding
                           proportionate  amount  of the  Commission  previously
                           paid  from  the  next  payments  due   Representative
                           hereunder.

                  8.5      EFFECT  OF   TERMINATION.   If  this   Agreement   is
                           terminated  for any  reason  whatsoever,  except  for
                           termination   by  the   Company   due  to  breach  by
                           Representative   pursuant  to  Section  10.3  hereof,
                           Representative  shall  be  entitled  to  receive  the
                           aggregate   amount  of  Commissions   (determined  in
                           accordance with Sections 8.2 and 8.4 above) earned by
                           the  Representative  with  respect to Gross  Receipts
                           collected by the Company  pursuant to Purchase Orders
                           placed by a Designated Customer prior to termination,
                           which  amounts  shall be paid as  provided in Section
                           8.3 above;  PROVIDED  that the Company shall have the
                           full  right  to  offset  and   deduct   against   any
                           Commissions  due any and all sums  then due and owing
                           to the Company from Representative, not including the
                           Note  Payable.  The  Company  acknowledges  that  the
                           Company's  obligation to pay Commissions for Purchase
                           Orders  placed  before   termination   by  Designated
                           Customers   shall   survive   termination   of   this
                           Agreement.  If this  Agreement is  terminated  by the
                           Company due to breach by  Representative  pursuant to
                           Section 10.3 hereof, the Representative  shall not be
                           entitled to any further  payments by the Company from
                           the date of  termination,  while  the  Company  shall
                           continue  to have  the  full  right to claim a refund
                           from  Representative  for any  refunds or credits the
                           Company extends to a Designated  Customer pursuant to
                           Section 8.4 of this Agreement.

         9.       CERTAIN DISCLAIMERS AND LIMITATIONS ON LIABILITIES.

                  9.1      Nothing  contained in this Agreement shall constitute
                           any   representation  or  warranty  by  the  Company,
                           including,  without limitation, any representation or
                           warranty  respecting the quality,  efficacy,  safety,
                           merchantability or fitness for any particular purpose
                           of the Products.


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                  9.2      In  no  event   shall  the   Company  be  liable  for
                           incidental,   consequential,   indirect,  special  or
                           punitive  damages  or for  loss of  revenue,  loss of
                           business,  or other  financial loss arising out of or
                           in connection  with the exercise or  non-exercise  of
                           any  right  contemplated  by  Section  4.4  hereof or
                           otherwise   in   connection   with   the   marketing,
                           distribution or sale of the Products.

         10.      TERM AND TERMINATION.

                  10.1     TERM. The term (the "TERM") of this  Agreement  shall
                           commence on the date of this  Agreement  and continue
                           for an  initial  period of 24 months  unless  earlier
                           terminated  as  provided  herein.  The  Term  may  be
                           extended for one or more additional periods only upon
                           the   written    agreement   of   the   Company   and
                           Representative. Notwithstanding the effective date of
                           this agreement,  business introductions,  nominations
                           and orders  for  Products  secured by  Representative
                           since  May 2009 but  prior to the  commencement  date
                           shall  nevertheless  be treated as secured  after the
                           effective date of this agreement.

                  10.2     TERMINATION   FOR   CONVENIENCE.   Either  party  may
                           terminate  this  Agreement  for  any  reason  without
                           liability  upon 30 days prior  written  notice to the
                           other party.

                  10.3     TERMINATION  FOR BREACH.  Either party may  terminate
                           this  Agreement  immediately if the other party fails
                           to perform or comply with one or more of its material
                           obligations under this Agreement and fails to rectify
                           that breach within 10 days of written notice thereof.

                  10.4     ADVERTISING AND PROMOTION.  Upon  termination of this
                           Agreement,  Representative  shall within 10 days from
                           the   date   of    termination    (a)   remove   from
                           Representative's  premises and deliver to the Company
                           all  signs,  promotional  and  advertising  materials
                           relating to the Products or containing  the Company's
                           brand name or any trade  marks or trade  names of the
                           Company,  (b)  cease  to  engage  in  advertising  or
                           promotional  activities concerning the Products,  and
                           (c)  cease  to   represent,   in  any  manner,   that
                           Representative  has been designated by the Company to
                           offer or sell the Products. The obligations set forth
                           in this Section  10.4 shall  survive  termination  of
                           this Agreement.

                  10.5     CLAIMS  FOR  INDEMNITY.   NEITHER  PARTY  SHALL,   IN
                           CONNECTION  WITH THE  TERMINATION OF THIS  AGREEMENT,
                           HAVE THE RIGHT TO CLAIM  AGAINST  THE OTHER PARTY ANY
                           INDEMNITY,  REIMBURSEMENT OR COMPENSATION FOR LOSS OF
                           CLIENTELE,  GOODWILL,  LOSS OF PROFITS ON ANTICIPATED
                           SALES  OR  THE  LIKE  OR  HAVE  ANY  OTHER  RIGHT  TO
                           COMPENSATION  FOR  LOSSES OR DAMAGES  RESULTING  FROM
                           SUCH TERMINATION,  EACH PARTY  ACKNOWLEDGING  THAT IT
                           HAS  DECIDED  AND  WILL  DECIDE  ON ALL  INVESTMENTS,
                           EXPENDITURES  AND COMMITMENTS MADE IN CONNECTION WITH
                           THIS AGREEMENT IN FULL  AWARENESS OF THE  POSSIBILITY
                           OF  ITS  LOSSES  OR  DAMAGES   RESULTING   FROM  SUCH
                           TERMINATION  AND IS WILLING TO BEAR THE RISK THEREOF.
                           NOTHING  IN  THIS   SECTION   10.5  SHALL  LIMIT  ANY
                           LIABILITY OF ANY PARTY HEREUNDER ARISING OUT OF OR IN
                           CONNECTION   WITH  ANY  BREACH  OF  ITS   OBLIGATIONS
                           HEREUNDER.

                  10.6     SURVIVING   TERMS.   Covenants   set  forth  in  this
                           Agreement  expressly  designated  to survive its Term
                           shall survive termination of this Agreement.

         11.      CONFIDENTIALITY.

                  11.1     CONFIDENTIAL  MATERIAL.  Representative  acknowledges
                           that the Company's  proprietary  information relating
                           to the Products  and its  business and the  Company's
                           trade secrets, including,  without limitation,  price
                           lists, pricing information,  customer lists, customer


                                       7
<PAGE>


                           names  and  contacts,   trade  knowledge,   financial
                           information,  financial  projections,  unprinted  and
                           printed  data,  all  inventions,  including,  without
                           limitation,  any  and  all  processes,   innovations,
                           ideas,  designs,  developments,  methods,  and  other
                           discoveries   or   developments    whether   or   not
                           patentable,    all   know-how,    modifications    or
                           improvements to any of the foregoing, and all related
                           tangible   or   intangible    property,    constitute
                           confidential  material (the "CONFIDENTIAL  MATERIAL")
                           which (i) are valuable, confidential, proprietary and
                           unique  information and trade secrets of the Company,
                           and (ii) are and shall remain the sole and  exclusive
                           property  of  the  Company.   Representative  further
                           acknowledges that the Company shall have, in addition
                           to other  remedies  available  at law,  the  right to
                           enjoin the use of the  Confidential  Material  in any
                           manner   conflicting   with  this   Agreement  or  in
                           derogation of the Company's  proprietary  rights, and
                           that other  remedies  are  inadequate  to protect the
                           Company's rights in the Confidential Material.

                  11.2     NON  DISCLOSURE.  Other than in  connection  with the
                           performance of its obligations  under this Agreement,
                           or to the extent required by law or judicial process,
                           Representative shall not use for its own benefit, nor
                           disclose  to  any  third  party,   any   Confidential
                           Material.   Nothing  in  this  Agreement   authorizes
                           Representative to disclose any Confidential  Material
                           to any  Designated  Customer or potential  Designated
                           Customer.   Representative   shall  allow  access  to
                           Confidential  Material  by its  employees  and agents
                           only  to  the  extent   necessary   to  perform   its
                           obligations  hereunder.  Representative  shall inform
                           its employees and agents who access the  Confidential
                           Material that it is  confidential in nature and shall
                           cause such  employees and agents to abide by the same
                           restrictions   with  respect  to  such   Confidential
                           Material  as  are  imposed  on  the   Representative,
                           including  without   limitation  by  prohibiting  and
                           preventing any unauthorized  exploitation,  transfer,
                           or  disclosure  by  such  employees  and  agents.  If
                           Representative   is  requested  by  any  governmental
                           authority with jurisdiction  over the  Representative
                           through oral questions, interrogatories, requests for
                           information or documents, subpoena, civil or criminal
                           investigative  demand or similar  process to disclose
                           any  Confidential   Material,   Representative   will
                           provide the  Company  with  immediate  notice of such
                           request so that the  Company may  consider  seeking a
                           protective order in respect  thereof.  Representative
                           agrees to  cooperate  with the Company in  connection
                           with any action  undertaken by the Company to protect
                           any   unauthorized   disclosure   or   use   of   any
                           Confidential Material.

                  11.3     RETURN OF CONFIDENTIAL  MATERIAL.  Upon the Company's
                           request, Representative shall promptly either deliver
                           to the Company or  destroy,  in  accordance  with the
                           Company's  instructions,   all  written  Confidential
                           Material  and  Confidential  Material  in  electronic
                           form,   including  any  such  Confidential   Material
                           incorporated  into  other  materials,  and any  copy,
                           extract,  summary or other reproduction (whatever the
                           form  or  storage   medium)   of  such   Confidential
                           Material.  The  obligations set forth in this Section
                           11.3 shall survive the termination of this Agreement.

         12.      RESOLUTION  OF  REPRESENTATIVE  DISPUTES.  In the  event  of a
                  dispute among  Representative and other sales  representatives
                  of the Company as to any matter  involving  this  Agreement or
                  the sale of the Products, Representative agrees to submit such
                  dispute to the Company for  resolution  and agrees to be bound
                  by the  decision  reached  by the  Company  in  its  sole  and
                  absolute discretion.

         13.      PROTECTION  TRADEMARKS,   TRADENAMES  AND  OTHER  INTELLECTUAL
                  PROPERTY

                  13.1     TRADEMARKS.    The   Company    hereby    grants   to
                           Representative  the non exclusive right to use within
                           the  Territory  the  trademarks  "Talon(TM)"  and all
                           other  trademarks and tradenames that the Company may
                           expressly  authorize  the  Representative  to  use in
                           writing from time to time (the  "Trademarks")  solely
                           in  connection  with the  marketing  of the  Products
                           during  the Term of this  Agreement;  PROVIDED,  that
                           Representative  shall  not have the  right to use the
                           Trademarks,  or any of  them,  as part of the name of
                           its  business,  as part of a name under which it does
                           business  or as part of its  internet  domain name or
                           email  address.  The Company may at any time,  in its
                           sole   and   absolute    discretion,    revoke   this
                           nonexclusive right to use the Trademarks.


                                       8
<PAGE>


                  13.2     DISPLAY. Representative shall attach, use and display
                           the  Trademarks  on all  packaging,  promotional  and
                           advertising  materials to be used in connection  with
                           the marketing, distribution and sale of the Products.
                           Representative  shall furnish the Company with copies
                           of all of its promotional  and  advertising  material
                           that   makes   use   of   the   Trademarks,   and  if
                           Representative shall make all alterations,  additions
                           and   modifications  to  such  materials  as  Company
                           reasonably requests.

                  13.3     OTHER  USES  PROHIBITED.  Without  the prior  written
                           consent of the Company,  Representative shall not use
                           or  display  any  trademarks,  tradenames  or service
                           marks except the  Trademarks in  connection  with the
                           marketing of the Products.

                  13.4     REGISTRATION   PROHIBITED.   During   the   Term  and
                           thereafter,  Representative shall not register in its
                           own name or on behalf of any  other  entity  with any
                           Trademark  Bureau  any  other  governmental  or other
                           body, or claim any other intellectual property rights
                           with respect to, any Trademarks, within the Territory
                           or any other jurisdiction. Representative shall cause
                           all of its  employees and agents to abide by the same
                           restrictions  with respect to the  Trademarks  as are
                           imposed on Representative.  The obligations set forth
                           in this Section 13.4 shall survive the termination of
                           this Agreement.

         14.      MISCELLANEOUS.

                  14.1     NO PARTNERSHIP.  Nothing  contained in this Agreement
                           shall be deemed or construed in any manner whatsoever
                           as creating any  partnership,  joint venture or other
                           similar   relationship   between   the   Company  and
                           Representative.

                  14.2     ASSIGNMENT.   Representative  may  not  transfer  the
                           rights or delegate the duties  provided for under the
                           terms of this  Agreement  without  the prior  written
                           consent of the Company, which consent the Company may
                           withhold  in the  exercise  of its sole and  absolute
                           discretion.   All  terms  and   provisions   of  this
                           Agreement  shall be  binding  upon  and  inure to the
                           benefit of the  parties  hereto and their  respective
                           permitted transferees, successors and assigns.

                  14.3     NOTICES.  All notices,  requests,  consents and other
                           communications   that  are   required  or   permitted
                           hereunder  shall  be in  writing  and  shall  be  (a)
                           delivered   personally,   (b)  sent  by   telecopier,
                           facsimile or  electronic  mail with  confirmation  or
                           acknowledgment  of  transmission  or  confirmation by
                           mailing a confirmation  copy  registered or certified
                           air  mail,  or  (c)  sent  via  the  fastest  service
                           provided by an internally recognized express delivery
                           service  such as  Federal  Express  or United  Parcel
                           Service  (in which case it shall be deemed  given two
                           business days after deposit with such service) to the
                           addresses  listed on Exhibit B hereto.  Such  address
                           may be changed  from time to time by either  party by
                           providing  written  notice to the other in the manner
                           set forth in this Section 14,3.

                  14.4     GOVERNING LAW AND ARBITRATION. This Agreement and any
                           contract of sale  concluded in  accordance  with this
                           Agreement  shall be  interpreted  and  their  effects
                           shall be determined  in  accordance  with the laws of
                           the  State  of  California,  without  regard  to  the
                           conflicts  of  laws  and  principles   thereof.   Any
                           controversy  or claim  arising  out of or relating to
                           this  Agreement,  or the  breach  thereof,  shall  be
                           settled by  arbitration  in Los Angeles,  California,
                           administered by the American Arbitration  Association
                           in  accordance   with  its   Commercial   Arbitration
                           procedures, and judgment on the award rendered by the
                           arbitrator(s)  may be  entered  in any  court  having
                           jurisdiction thereof.


                                       9
<PAGE>


                  14.5     SEVERABILITY.  If any provision of this  Agreement is
                           held to be invalid,  illegal or unenforceable for any
                           reason or in any respect whatsoever, such invalidity,
                           illegality or  unenforceability  shall not affect any
                           other   provisions  of  this   Agreement,   and  this
                           Agreement  shall  be  construed  as if such  invalid,
                           illegal  or  unenforceable  provision  had never been
                           contained herein.

                  14.6     WAIVER.  The waiver by any party hereto of any breach
                           or  default  shall  not  constitute  a waiver  of any
                           different or subsequent breach or default.  No waiver
                           to this Agreement shall be effective unless stated in
                           writing and signed by authorized  representatives  of
                           all parties.

                  14.7     ENTIRE AGREEMENT.  This Agreement, when signed by the
                           authorized  representatives  of  each  party  hereto,
                           shall constitute the only agreement between them with
                           respect  to  the  subject  matter  herein  and  shall
                           supersede all prior agreements, oral or written. This
                           Agreement may be amended only by a writing  singed by
                           each party hereto.

                  14.8     COUNTERPARTS.  This  Agreement may be executed in one
                           or more  counterparts,  each of which shall be deemed
                           an  original,   but  all  of  which   together  shall
                           constitute one and the same instrument.

                  14.9     TAXES.  Representative  shall bear the expense of any
                           tax which may be payable by Representative in respect
                           of this  Agreement or the  transactions  contemplated
                           herein.



        IN WITNESS WHEREOF,  the parties hereto have entered into this Agreement
as of the date first above written.



                                    COMPANY:

                                    TALON INTERNATIONAL, INC.


                                    By:      /s/ Lonnie D. Schnell
                                             ---------------------------------
                                    Name:    Lonnie D. Schnell
                                    Its:     Chief Executive Officer



                                    REPRESENTATIVE:

                                    THE LINK TRADING LLC


                                    By:      /s/ Colin Dyne
                                             ---------------------------------
                                    Name:    Colin Dyne
                                    Its:     Manager


                                       10
<PAGE>


                                    EXHIBIT A
                                       TO
                         SALES REPRESENTATIVE AGREEMENT

                              DESIGNATED CUSTOMERS


Phillips-Van Heusen Corporation (NYSE: PVH)


<PAGE>


                                    EXHIBIT B
                                       TO
                         SALES REPRESENTATIVE AGREEMENT

                               NOTICE INFORMATION