EXHIBIT 10.35.1

                                  July 30, 2007


Talon International, Inc.
(f/k/a Tag-It Pacific, Inc.)
21900 Burbank Blvd., Suite 270
Woodland Hills, CA 91367
Attention:  Mr. Lonnie D. Schnell, CFO

         Re:      AMENDMENT NO. 1 TO LOAN AGREEMENT

Dear Sirs:

         Reference is made to the Revolving Credit and Term Loan Agreement dated
June 27, 2007 (the "LOAN  AGREEMENT") by and between Bluefin  Capital,  LLC (the
"LENDER")  and Talon  International,  Inc.  (f/k/a  Tag-It  Pacific,  Inc.) (the
"BORROWER").  All  capitalized  terms used herein  without  definition  have the
respective meanings ascribed to them in the Loan Agreement.

         This will confirm the  agreement of the Lender and the Borrower to make
the following correction to the Loan Agreement as follows:

         1.       CORRECTED COVENANT.  Section 6.17 the Loan Agreement is hereby
amended, effective as of June 29, 2007, so as to read in full as follows:

                  SECTION  6.17.  COVERAGE  TEST.  Permit,  as of the end of any
         quarter of any Fiscal  Year,  principal  and  interest  payments by the
         Borrower  and its  Subsidiaries  for the  four (4)  consecutive  fiscal
         quarters then ended (excluding principal of the Convertible  Debentures
         and principal  payments  made from a matched  source where such matched
         source  makes the  payment)  to exceed  EBITDA for such four (4) fiscal
         quarter period; PROVIDED, HOWEVER, that the Lender shall not accelerate
         the Obligations by reason of any non-compliance  with this Section 6.17
         unless and until  non-compliance  herewith  occurs as of the end of two
         (2) consecutive fiscal quarters.





         2.       ONGOING  FORCE  AND  EFFECT.  Except  as  expressly  set forth
herein,  all of the terms and conditions of the Loan Agreement  remain unchanged
and in full force and effect.  From and after June 29, 2007,  all  references to
the Loan Agreement in any other Loan Documents  shall mean and refer to the Loan
Agreement as amended by this Amendment No. 1.

         3.       GOVERNING  LAW.  This  amendment  shall  be  governed  by  and
construed in accordance  with the laws of the State of New York,  without giving
effect to conflicts of laws principles.

         Kindly  confirm your  agreement to the  foregoing by  countersigning  a
counterpart copy of this Amendment No. 1 in the space provided below.


                                    Very truly yours,

                                    BLUEFIN CAPITAL, LLC

                                    By:  /S/ LARRY E. LENIG, JR.
                                         ----------------------------------
                                         Larry E. Lenig, Jr., Vice Chairman


Acknowledged, Confirmed and Agreed To:

TALON INTERNATIONAL, INC.
(f/k/a Tag-It Pacific, Inc.)

By:  /S/ LONNIE D. SCHNELL
     ------------------------------------------
     Lonnie D. Schnell, Chief Financial Officer


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