EXHIBIT 10.1

                              TAG-IT PACIFIC, INC.

                              AMENDED AND RESTATED
                                 1997 STOCK PLAN


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


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Company,  its stockholders,  any participants in the Plan and any other employee
of the Company or any of its subsidiaries.

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");

                  (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


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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 25% 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 3,077,500 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.

         (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.


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         (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.

         (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.


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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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