CERTIFICATE OF INCORPORATION
TAG-IT PACIFIC, INC.
The name of the Corporation is Tag-It Pacific, Inc.
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware l9901. The name of its registered agent at such address is The
Corporation Trust Company.
The purpose of this Corporation is to engage in any lawful act or activity for which Corporations may be
organized under the General Corporation Law of the State of Delaware (the "Delaware Law").
This Corporation is authorized to issue two classes of shares, designated, respectively, "Preferred Stock" and
"Common Stock." Each class of stock shall have a par value of $.001 per share. The number of shares of
Preferred Stock authorized to be issued is 3,000,000 and the number of shares of Common Stock authorized to
be issued is 15,000,000.
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby
authorized, by filing a certificate (a "Preferred Stock Designation") pursuant to the Delaware Law, to fix or alter
from time to time the designation, powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from
time to time the number of shares constituting any such series or any of them; and to increase or decrease the
number of shares of any series subsequent to the issuance of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any series shall be decreased in
accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they
had prior to the adoption of the resolution originally fixing the number of shares of such series.
Except and to the extent designated with respect to the Preferred Stock, all rights to vote and all voting po