TAG-IT PACIFIC, INC.
COMMON STOCK WARRANT
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.
This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged,
________________________________ (the "Holder") is entitled to purchase, subject to the terms and
conditions of this Warrant, from Tag-It Pacific, LLC, a Delaware limited liability company (the "Company"),
______ fully paid and nonassessable shares of the Membership Units ("Membership Units") of the Company, in
accordance with Section 2 during the period commencing on the date (the "Commencement Date") which is the
earlier of (i) February 15, 1999 or (ii) one year from the date of the final prospectus relating to the Company's
initial public offering of securities, which is registered under the Securities Act of 1933, as amended (the "1933
Act"), and ending at 5:00 p.m. California time, on the date which is four (4) years from the Commencement Date
(the "Expiration Date"), at which time this Warrant will expire and become void unless earlier terminated as
provided herein. The Membership Units of the Company for which this Warrant is exercisable as adjusted from
time to time pursuant to the terms hereof, are hereinafter referred to as the "Shares."
1. EXERCISE PRICE. The initial purchase price for the Shares shall be the greater of (i) 120% of the price
indicated on the cover of the final prospectus relating to the Company's initial public offering of securities which is
registered under the 1933 Act or (ii) $6.00 per share. Such price shall be subject to adjustment pursuant to the