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Termination Agreement - RETAIL PRO, - 6-29-2004

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Termination Agreement - RETAIL PRO,  - 6-29-2004 Powered By Docstoc
					EXHIBIT 10.28

                                       TERMINATION AGREEMENT

This Termination Agreement ("AGREEMENT") is entered into as of November 13, 2003 (the "EFFECTIVE
DATE") between SVI Solutions, Inc., a Delaware corporation ("SVI") located at 5067 Palmer Way, Carlsbad,
California 92008, on behalf of itself and its subsidiaries (collectively "SVI"), and Toys "R" Us, Inc.
("CUSTOMER"), a Delaware corporation located at 461 From Road, Paramus, New Jersey 07652. SVI and
Customer shall collectively be referred to as the "PARTIES."

1. RECITALS. This Agreement is made with reference to the following recital of essential facts:

1.1. Effective May 29, 2002, SVI and Customer entered into a Development Agreement (the
"DEVELOPMENT AGREEMENT");

1.2. SVI and Customer entered into a Purchase Agreement dated May 29, 2002 (the "PURCHASE
AGREEMENT");

1.3. Pursuant to the Purchase Agreement, SVI issued to Customer a warrant (the "WARRANT") to purchase
2,500,000 shares of common stock of SVI;

1.4. Pursuant to the Development Agreement, the Parties entered into a Preferred Escrow Agreement with DSI
Technology Escrow Services dated May 29, 2002 (the "PREFERRED ESCROW AGREEMENT").

1.5. Pursuant to the Purchase Agreement, SVI issued to Customer a Convertible Note (the "Note"), in aggregate
principal amount of $1,382,602.00, which Note is convertible into shares of common stock of SVI.

1.6. The Parties have agreed to terminate the Development Agreement and Preferred Escrow Agreement in
exchange for the cancellation of the Warrant and the Note and certain other consideration, on the terms and
conditions set forth in this Agreement.

1.7. The Parties wish to release each other in relation to all claims arising prior to this Agreement.

2. DEFINITIONS.

"AFFILIATE" means any person or entity that (i) controls, or is under common control with, or is controlled by,
Customer, or (ii) has entered into an agreement with Customer (including without limitation a joint venture
agreement) for the purpose of conducting Licensed Toys "R" Us Operations. As used in this definition, "control"
means an equity ownership of at least fifty (50) percent.

"Deliverables" shall mean such Software and related Documentation SVI has delivered to Customer under this
Agreement prior to the Effective Date.
"Documentation" shall mean such documentation in any form or media that SVI reasonably determines is
necessary or desirable to enable Customer to use the Software and/or any available Updates thereto, including
without limitation the documentation described on EXHIBIT 1 hereto.

"LICENSED TOYS "R" US OPERATIONS" means any retail operations by a third party authorized to use the
"Toys "R" Us" brand name, or any other store name or trade name used by Customer or an Affiliate, whether in
English or a different language.

"PROFESSIONAL SERVICES" shall be the types of services offered by SVI as described in Section 7.1
below.

"SOFTWARE" shall mean the software and related items as described in EXHIBIT 2 and delivered to Customer
under the Development Agreement and any Update.

"UPDATES" shall mean modifications, debugging, fixes, updates, upgrades, enhancements, improvements and
derivative works to the Software, which shall be included in the definition of "Software."

3. TERMINATION OF DEVELOPMENT AGREEMENT AND PREFERRED ESCROW AGREEMENT.

3.1. The Development Agreement is hereby terminated and is of no further force and effect, except to the extent
provided in this Section 3, and the Parties are released and relieved of their respective rights and obligations
under the Development Agreement. Customer shall be deemed to have irrevocably accepted all Deliverables
delivered by SVI prior to the Effective Date.

3.2. Not later than the Effective Date, SVI shall cause the escrow agent under the Preferred Escrow Agreement
to deliver to Customer all Deposit Materials (as defined in the Preferred Escrow Agreement). SVI hereby
authorizes Customer to notify the escrow agent on SVI's behalf to deliver the Deposit Materials to Customer.
Following Customer's receipt of the Deposit Materials, the Preferred Development Agreement shall be
terminated and of no further force and effect, except to the extent provided in this Section 3, and the Parties are
released and relieved of their respective rights and obligations under the Preferred Escrow Agreement. SVI shall
take such further action as requested by Customer to effectuate the delivery of all Deposit Materials.

3.3. SVI grants to Customer a perpetual, worldwide, non-transferable, non-exclusive right and license, in all
cases for Customer's internal purposes only, to use, copy, publish, display, perform and make Updates to the
Software. Such license covers all (i) patents, copyrights, trade secrets and other intellectual property rights, (ii)
object code and all Source Materials (as hereinafter defined), and (iii) third-party rights relating to the
Deliverables, if any.

3.4 EXCEPT FOR THE EXPRESS WARRANTIES AND UNDERTAKINGS SETS FORTH IN THIS
AGREEMENT, SVI DISCLAIMS ALL WARRANTIES RESPECTING THE SOFTWARE AND ALL
SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY OF THE PRIOR AGREEMENTS,

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INCLUDING ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED
MERCHANTABILITY AND FITNESS FOR THE PARTICULAR PURPOSE. IN NO EVENT SHALL
SVI BE LIABLE FOR ANY INDIRECT EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE USE OR PERFORMANCE OF
THE SOFTWARE OR ANY COMPONENT THEREOF, HOWEVER CAUSED EVEN IF SVI HAD
BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. CUSTOMER
WARRANTS AND REPRESENTS TO SVI THAT IT HAS FULLY INVESTIGATED ALL ELEMENTS
OF THE SOFTWARE TO ITS SATISFACTION AND HAS DETERMINED THAT THE SOFTWARE IS
SUITABLE FOR CUSTOMER'S PURPOSES.

3.5. The license granted in Section 3.2 may be sublicensed, in whole or in part, at any time and from time to time,
to Customer's Affiliates or Customer's Licensed Toys "R" Us Operations (and/or, to the extent a sublicense is
required by such third-party use, any third parties solely for the purpose of assisting Customer in Updating the
Deliverables or providing other services with respect thereto), without the prior consent of SVI, (the foregoing,
"SUBLICENSEES"). The Customer may also transfer the license granted to it pursuant to this Agreement, in
whole or in part to a person or entity that acquires all or substantially all of Customer's business that uses the
Software, whether by merger, acquisition of assets or stock or other similar means, without the prior consent of
SVI.

3.6. Customer and Sublicensees may install the Software and Updates on as many IBM AS/400 CPUs and
successor AS/400 CPUs (collectively, the "SPECIFIED CPUS") for use by an unlimited number of users at as
many of Customer's and Sublicensee's locations as Customer or Sublicensees desire to support the business
operations of Customer or Sublicensees' Licensed Toys "R" Us Operations, as the case may be. Customer may
create and hold a reasonable number of back-up copies of the Software and Updates at any given time,
reasonably consistent with Customer's normal back-up policies and procedures.

3.7. In order to protect SVI's trade secrets and copyrights in the Software and any Updates, Customer agrees to
reproduce and incorporate SVI's copyright notice below in any copies made by Customer, including partial
copies in any form: [Program property of SVI, Inc. This work contains trade secrets deemed valuable and
proprietary to SVI. Unauthorized use is prohibited. (C)
[year of publication] SVI, Inc. All rights reserved.]

3.8. All Software, any Updates and all copies thereof are the intellectual property of SVI. All applicable
proprietary and intellectual property rights, copyrights, trademarks, and trade secrets in the Software are and will
remain with and in SVI. Except as provided in this Agreement, Customer shall not use, copy, distribute, sell,
transfer, publish, disclose, display or otherwise make available any Software, Updates or copies thereof to
others. Customer shall own all physical and tangible items comprising the Software and all information stored or
cached therein or transmitted, processed or routed thereby. Customer agrees that the Software, Updates and
copies thereof shall be deemed "Confidential Information" in accordance with Section 10.

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3.9. All applicable proprietary and intellectual property rights, copyrights, trademarks and trade secrets in all
Documentation shall remain with SVI. Customer agrees to take reasonable steps to:

(a) secure and protect the confidentiality of any Confidential Information in such Documentation in accordance
with Section 10;

(b) not copy any Confidential Information in such Documentation except in accordance with Section 10;

(c) use such Documentation only as permitted by this Agreement; and

(d) not sell, transfer or otherwise make such documentation available to others, except as permitted by this
Agreement.

3.10. SVI will not be responsible for any Software problems resulting directly or indirectly from (i) Customer
modifications or Updates to the Software not performed at SVI's direction or supervision, (ii) incompatibility of
any equipment not specified as compatible or approved by SVI, or (iii) the installation of any Software or
Updates that is not by or on behalf of SVI or its authorized agents.

3.11. Customer warrants and represents to SVI that Customer has not previously (i) assigned, transferred,
purported to assign or transfer to any person, firm, corporation or entity the Development Agreement, (ii)
exercised or purported to exercise any rights or privileges under the Development Agreement, or (iii) licensed any
right or interest in the Development Agreement or licensed, sublicensed, sold, assigned or otherwise transferred
any right to the Software, or any part thereof, or any Update, or any part thereof, in each case in violation of the
Development Agreement.

4. TERMINATION OF THE PURCHASE AGREEMENT.

4.1. The Purchase Agreement is hereby deemed terminated and of no force and effect except with respect to the
provisions of Section 12 of the Purchase Agreement which shall remain in full force and effect to the extent
provided in Section 24. Customer shall not be entitled to a refund or repayment of any amount paid by Customer
to SVI under the Purchase Agreement.

4.2. Customer warrants and represents to SVI that Customer has not previously (i) assigned, transferred,
purported to assign or transfer to any person, firm, corporation or entity the Purchase Agreement or any right or
interest in the Purchase Agreement, or (ii) exercised or purported to exercise any rights or privileges under the
Purchase Agreement.

5. CANCELLATION OF THE NOTE.

5.1. Concurrent with the execution of this Agreement, the Note shall be cancelled and of no force and effect.
Customer hereby irrevocably waives, renounces, assigns and transfers in favor of and to SVI any right, claim,
interest, share, entitlement, equity or other benefit or interest with respect to or arising from the Note. Upon
execution of this Agreement, Customer

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shall deliver to SVI the Note, together with instruments of transfer, executed by Customer.

5.2. Customer warrants and represents to SVI that Customer (i) has not previously assigned, transferred,
purported to assign or transfer to any person, firm, corporation or entity the Note or any interest in the Note, (ii)
is the sole record owner of the Note and that the Note is free and clear of all liens, encumbrance, security
interests, right of first refusal or other similar restrictions, and (iii) has not exercised or purported to exercise any
rights or privileges under the Note.

6. CANCELLATION OF THE WARRANT.

6.1. Concurrent with the execution of this Agreement, the Warrant shall be cancelled and of no force and effect.
Customer hereby irrevocably waives, renounces, assigns and transfers in favor of and to SVI any right, claim,
interest, share, entitlement, equity or other benefit or interest with respect to or arising from the Warrant. Upon
execution of this Agreement, Customer shall deliver to SVI the Warrant, together with an instrument of transfer,
executed by Customer.

6.2. Customer warrants and represents to SVI that Customer (i) has not previously assigned, transferred,
purported to assign or transfer to any person, firm, corporation or entity the Warrant or any interest in the
Warrant,
(ii) is the sole record owner of the Warrant and that the Warrant is free and clear of all liens, encumbrance,
security interests, right of first refusal or other similar restrictions, and (iii) has not exercised or purported to
exercise any rights or privileges under the Warrant.

7. NO ADDITIONAL PAYMENTS BY CUSTOMER. The parties here agree that the Customer does not
owe any amounts to SVI for services rendered and that SVI has been paid in full for such services.

8. REPRESENTATIONS/WARRANTIES/DISCLAIMERS/LIMITATION OF LIABILITY.

8.1. Each party represents, warrants and covenants that: (i) it is a corporation duly incorporated and validly
existing and in good standing under the laws of its respective state of incorporation; (ii) it has all necessary
corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby; (iii) it has taken all corporate action necessary to execute and
deliver this Agreement, to consummate the transactions contemplated hereby; and to perform its obligations
hereunder; (iv) this Agreement has been duly executed and delivered by both parties; (v) it is aware of no
obligation, legal or otherwise, which is inconsistent with its obligations under this Agreement; and
(vi) performance of its obligations under this Agreement will not violate any law, rule, regulation, or any
proprietary or other right of a third party.

8.2. SVI represents, warrants and covenants that it is sole owner of, or has obtained all necessary rights to use
and for Customer to use all intellectual property and other rights relating to the Deliverables, the Professional
Services and SVI's performance of its obligations hereunder, and Customer's use of the foregoing hereunder shall
not infringe or violate any

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rights of a third party. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SVI EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SOFTWARE AND/OR THE
SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

8.3. Except with respect to the parties' indemnification obligations hereunder, in no event shall SVI's cumulative
liability for any claim arising in connection with this Agreement exceed the total fees and charges paid to SVI by
Customer during the preceding twelve (12) months before the Effective Date. In no event shall either party be
liable for any indirect, consequential, special, exemplary, or incidental damages of whatever kind arising in its
performance hereunder.

8.4 Except for an action arising from a breach by SVI of the representation set forth in Section 8.2 above, no
action, whether based in contract, strict liability, or tort, including any action based on negligence, arising out of
the performance of services under this Agreement, may be brought by either party more than one year after such
cause of action accrued.

9. ASSIGNMENT.

9.1. Neither party shall assign any of its rights or obligations under this Agreement (by operation of law or
otherwise) without the prior written consent of the other party; provided the Customer may assign this Agreement
to any of its Affiliates or pursuant to a "change of control." "Change of control" means either (i) the sale or transfer
of all or substantially all of a party's assets to any person or group of persons; or (ii) the acquisition of a party by
another person by means of any transaction or series of related transactions (including any reorganization, merger
or consolidation, whether of a party with or into any other person or persons or of any other person or persons
with or into a party).

10. CONFIDENTIALITY.

10.1. It is anticipated that Customer and SVI, in the course of carrying out their respective responsibilities under
this Agreement, will consult with the other party's personnel about, or receive certain of, the other party's
confidential business and technical information ("CONFIDENTIAL INFORMATION"). Customer and SVI
agree to keep confidential and, without the other party's prior written consent, will not use and will not disclose to
any person or entity, other than its employees (and consultants or third-party service providers, subject to
reasonable confidentiality agreements) who reasonably need to know same to perform such party's obligations
hereunder, any Confidential Information.

10.2. The foregoing obligations of this Section 10 will not apply to any information or data that (1) at the time of
disclosure or use by the recipient is known or available to the general public by publication or otherwise (other
than as a result of a breach of this Section 11); (2) is known by the recipient at the time of receiving such
information; (3) is made public by the disclosing party; (4) is developed independently by the recipient prior to
the date of disclosure by the disclosing party; (5) is acquired by the

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recipient from a third party who independently and rightfully developed or acquired the information or data and
was under no duty to refrain from its disclosure; or (6) is required to be disclosed by law, court order, regulation
or judicial process, PROVIDED THAT the receiving party shall give prompt notice of any such requirement to
the disclosing party, disclose no more information than is so required and cooperate with all efforts by the
disclosing party to receive a protective order or similar confidential treatment.

10.3. Customer shall not, and shall not knowingly allow any other party to, reverse assemble or reverse compile
the Software or any Update for any purpose, except as permitted by this Agreement.

10.4. Either Customer or SVI may specifically enforce any agreement contained in this Section 10 through an
injunction or otherwise (in accordance with Sections 22 and 26), in the event of breach or threatened breach by
the other. Such remedies will be in addition to all others that may be available.

11. NON-SOLICITATION OF STAFF.

11.1. For a period of twelve (12) months from the Effective Date, neither party shall solicit for employment any
employee of the other engaged in the performance of this Agreement unless agreed in writing by the other party.
Notwithstanding the foregoing, Customer may immediately solicit for employment any employee of SVI or its
affiliates following SVI's liquidation in bankruptcy. "SOLICIT" shall not include offers of employment or
recruitment to the general public or industry, to which a party's employee may respond of his or her own volition
without violating this Section 11.1, or any receipt of employment inquires by the other party's employee of such
employee's own initiative and volition.

11.2. Each party's estimate of the damage that a breach of the above paragraph would have upon its business is
herein quantified as liquidated damages in the amount of prior years' total compensation for the individual in
question. Each party accepts that these are reasonable estimates of loss and agrees to pay the same upon
demand in the event of its breach of this clause.

12. LAW. All questions concerning the validity, operation, interpretation and construction of this Agreement shall
be governed by and determined in accordance with the internal laws of the State of California (irrespective of its
choice of law principles).

13. ARBITRATION.

13.1. Except as specifically modified by this paragraph, and excepting matters involving provisional remedies as
set forth below, any controversy or claim arising out of or relating to this Agreement, or any breach thereof,
including without limitation, any claim that this Agreement, or any part thereof, is invalid, illegal or otherwise
voidable or void, shall be submitted to arbitration to be held before a single arbitrator in San Diego, California
before and in accordance with the commercial arbitration rules of the American Arbitration Association. If the
claims at issue exceed $500,000.00, exclusive of interest and attorneys' fees, such commercial arbitration rules
shall include the supplementary procedures for large, complex cases and the

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number of arbitrators shall be three. In all cases, the arbitrators shall be members of the State Bar of California,
actively engaged in the practice of law for at least 10 years, or a retired member of the state or federal judiciary.

13.2. This provisions of this paragraph shall be construed as independent of any other covenant or provision of
this Agreement; provided that if a court of competent jurisdiction determines that any such provisions are unlawful
in any way, such court shall modify or interpret such provisions to the minimum extent necessary to have them
comply with the law.

13.3. Nothing in this Section 13 shall prevent a party from applying to a court of competent jurisdiction for
temporary or preliminary injunctive relief pending the outcome of the arbitration in Section 13. Judgment upon an
arbitration award may be entered in any court having competent jurisdiction and shall be binding, final and non-
appealable.

13.4. This arbitration provision shall be deemed to be self-executing and shall remain in full force and effect after
expiration or termination of this Agreement.

14. NO WAIVER. The waiver by either party of a particular breach of this Agreement by the other shall not be
construed or constitute a continuing waiver of such breach or of other breaches of the same or other provisions of
this Agreement.

15. BANKRUPTCY.

15.1. In the event of any bankruptcy of SVI, its affiliates or subsidiaries, the parties acknowledge and agree that
the licensed rights hereunder are fundamentally in the nature of "intellectual property" as defined in the Bankruptcy
Code; that Customer's continued enjoyment of all licensed rights is fundamental to the basic license hereunder;
and therefore all licensed rights should be deemed intellectual property subject to Customer's rights under
Section 365(n) of the Bankruptcy Code.

15.2. The parties agree that upon any election by Customer pursuant to Section 365(n)(1)(B) of the Bankruptcy
Code, that Customer shall be entitled to, on its own or through Sublicensees, employees, contractors, agents or
otherwise, use, copy, distribute, make derivative works based upon, publish, display, perform and create
Updates based upon the rights licensed hereunder.

15.3. In the event of a bankruptcy of any third party with rights in any Deliverable, SVI shall refrain from
exercising any rights under
Section 365(n) without Customer's prior written consent and SVI shall, at its sole cost and expense, file and
prosecute such motions, applications and pleadings and take all such actions under Section 365(n) of the
Bankruptcy Code to protect and preserve Customer's rights hereunder as Customer may direct from time to
time.

Without limiting Customer's rights under the foregoing, solely in the event SVI fails to perform any of its
obligations described in this Section 15.3, SVI hereby irrevocably constitutes and appoints Customer and any
officer or agent of Customer, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and

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stead of SVI and in the name of SVI or in its own name, to take (in Customer's sole and absolute discretion) any
and all actions described in Section 15.3 to protect SVI and/or Customer's rights to the intellectual property
hereunder, including without limitation (i) commencing any and all necessary actions or suits at law or in equity in
any court of competent jurisdiction connection with SVI's rights to the intellectual property or any election under
Section 365(n) of the Bankruptcy Code, or (ii) defending or compromising or adjusting suits at law or in equity in
any court of competent jurisdiction in connection with SVI's rights to the intellectual property or any election
under Section 365(n) of the Bankruptcy Code. SVI shall reimburse Customer for Customer's cost and expenses
in taking any action pursuant to this Section 15.3.

16. PRESS RELEASES. Subject to SVI's obligations to comply with applicable laws and regulations, including
without limitation applicable securities' laws; provided SVI shall provide Customer with prompt written notice of
any such obligations and shall take no actions beyond the scope of such obligations, SVI will receive Customer's
approval in its reasonable discretion before (i) releasing any press release that provides any information regarding
Customer and/or this Agreement or (ii) including Customer's name on any published list of customers. Neither
party shall use the name, logos, service marks, trademarks and identity of the other (and SVI shall not use those
of Customer's Sublicensees) in publicity, advertising, or any similar activity, without the prior written consent of
the other.

17. ATTORNEYS' FEES. In the event any arbitration is initiated by any party pursuant to Section 13, the
prevailing party shall be entitled to recover from the unsuccessful party all costs, expenses, and actual attorneys'
fees relating thereto or arising therefrom. Any judgment upon an arbitration award pursuant to Section 13 shall
contain a specific provision for the recovery of the foregoing.

18. SCOPE OF AGREEMENT/AMENDMENT. Each Party has read this Agreement, understands it, and
agrees to be bound by its terms. Except as provided in this
Section 18, this Agreement is the complete and exclusive statement of agreement and supersedes all proposals
(oral or written), understandings, representations, conditions, warranties, covenants, and other communications
between the parties (and their predecessors and affiliates) relating hereto including (i) the Professional Services
Agreement and related Schedules dated July 10, 2001 between SVI and Customer, and (ii) the Development
Agreement, Purchase Agreement, Note and Warrant. The foregoing shall not be deemed to apply to or
supersede the License Agreement between Island Pacific Systems Corp. and Customer, including all attachments
thereto, dated May 20, 1999. This Agreement may be amended only by a subsequent writing that specifically
refers to this Agreement and is signed by both parties, and no other act, document, usage, or custom shall be
deemed to amend this Agreement.

19. VENUE AND JURISDICTION. For purposes of venue and jurisdiction, this Agreement shall be deemed
made and to be performed in the City of San Diego, California.

20. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one document.

21. TIME OF ESSENCE. Time and strict and punctual performance are of the essence with respect to each
provision of this Agreement.

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22. HEADINGS. The headings of the Sections of this Agreement have been included only for convenience, and
shall not be deemed in any manner to modify or limit any of the provisions of this Agreement, or be used in any
manner in the interpretation of this Agreement.

23. PARTIAL INVALIDITY. Each provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law. If any provision of this Agreement or the application of such provision to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected by such invalidity or unenforceability, unless such provision or such application of such provision
is essential to this Agreement.

24. DRAFTING AMBIGUITIES. Each party to this Agreement and its legal counsel have reviewed and revised
this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.

25. NOTICES. Any notice, consent, authorization or other communication to be given hereunder shall be in
writing and shall be deemed duly given and received when delivered personally or transmitted by facsimile
transmission with receipt acknowledged by the addresses or three days after being mailed by first class mail, or
the next business day after being deposited for next-day delivery with a nationally recognized overnight delivery
service, charges and postage prepaid, properly addressed to the party to receive such notice at the address(es)
specified below, or at such other address as shell be specified by like notice:

                                                     If to SVI:

                                                    SVI, Inc.
                                                5607 Palmer Way
                                               Carlsbad, CA 92008
                                Attention: Barry Schechter, Chief Executive Officer
                                            Facsimile: (760) 496-0285

                                                   with a copy to:

                                    Solomon Ward Seidenwurm & Smith, LLP
                                            401 B Street, Suite 1200
                                          San Diego, California 92101
                                          Attention: Norman L. Smith
                                           Facsimile: (619) 231-4755

                                                 If to Customer:

                                                   Toys "R" Us
                                                One Geoffrey Way
                                                Wayne, NJ 07470
                                            Attention: General Counsel
                                            Facsimile: (973) 617-4043

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26. INDEMNITY.

26.1. Each party agrees to indemnify, defend and hold harmless the other party and its affiliates (and
Sublicensees, with respect to Customer) and their officers, directors, shareholders, employees and agents from
any third party loss, claim, liability, award, judgment, damage, settlement, cost or expense (including reasonable
attorney's fees and costs of suit) ("LOSS") arising out of or relating to such party's, breach of any representation,
warranty or covenant contained in this Agreement or failure to perform any obligation under this Agreement.

26.2. The indemnified party agrees to notify the indemnifying party promptly of any potential indemnified claim
and to cooperate fully with the indemnifying party, at the indemnifying party's expense, in the defense and
settlement thereof. Neither party shall settle or compromise an indemnified claim any way that impairs or
jeopardizes the other party's rights or subjects the other party to liability without such party's prior written
consent, which shall not be unreasonably withheld.

26.3. If Customer's or its Sublicensees' or permitted transferee's use of one or more Deliverables infringes any
patent, copyright, trade secret or other intellectual property right of a third party ("Third Party IP Right"), SVI
shall, at its sole cost and expense, as soon as practicable, but in no event later than 30 days from the date SVI
knows or becomes aware of such infringement, either (i) acquire for Customer, the Sublicensee or permitted
transferee the right to continue to use such Deliverable in accordance with the terms hereof, or (ii) provide
Customer, Sublicensee or permitted transferee with another software product which will perform in an equivalent
manner that does not infringe any rights of any third party.

26.4 Customer agrees to indemnify, defend and hold harmless SVI and its Affiliates and their respective officers,
directors, shareholders, employees and agents from any Loss which arises from or relates to use of the Software
or any updates by Customer's Affiliates or licensed Toys R Us operations (and/or any third party use of the
Software authorized by Customer).

27. RELEASE.

27.1. In consideration of the mutual execution of this Agreement and the mutual agreement to be legally bound by
its terms, each party, on behalf of itself and its Affiliates, subsidiaries, parents, members, directors, officers,
employees, agents, representatives, heirs, assigns, predecessors and/or successors (the "RELATED PARTIES"),
hereby releases, acquits and forever discharges the other party hereto and its Related Parties of and from any and
all claims, demands, actions, suits, debts, liabilities, losses, attorney's fees, expenses, judgments, settlements and
other damages or costs of whatever nature, known or unknown, as may exist between the parties and/or their
Related Parties as of the date hereof (the "CLAIMS"), including claims arising out of, derived from, predicated
upon or relating to (a) the Professional Services Agreement and related Schedules dated July 10, 2001 between
SVI Retail, Inc. and/or its Affiliates and Purchaser and prior service and/or modification agreements between
SVI Retail, Inc. and/or its Affiliates and Purchaser (the

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"SUPERSEDED Documents"), and (b) the Development Agreement, Purchase Agreement, Note and Warrant,
but excluding any Claims covered under or arising from this Agreement or the Preferred Escrow Agreement, as
amended, including Claims pursuant to Section 3.4 and 3.5 hereof.

27.2. With respect to the Claims, each party hereby expressly waives the provisions of California Civil Code
section 1542 (or any equivalent statute or law in applicable jurisdictions), which reads:

"A general release does not extend to claims which the creditor does not know or suspect to exist in the
creditor's favor at the time of executing the release, which if known by creditor must have materially affected his
settlement with the debtor."

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IN WITNESS WHEREOF, SVI and Customer have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.

        ISLAND PACIFIC, INC.                            TOYS "R" US, INC.



        By /S/ Harvey Braun                             By /S/ John Halohan
           -----------------------------------             ----------------------------------

        Name     Harvey Braun                           Name     John Halohan
               ---------------------------------                -------------------------------

        Title Chief Executive                           Title    Executive V.P.-CIO
             ---------------------------------                  -------------------------------

        Date     November 13, 2003                      Date     October 30, 2003
               ---------------------------------                -------------------------------




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  Exhibit 1

Documentation

     14
                   Exhibit 2

Software Delivered Under Development Agreement

                      15
EXHIBIT 10.29

                                            OPTION AGREEMENT

This Option Agreement (the "Agreement") is effective April 25, 2003 (the "Grant Date") between Softline Ltd., a
South African company (the "Grantor"), and Steven Beck ("Beck"), as trustee of a certain management group of
Island Pacific, Inc., a Delaware corporation formerly known as SVI Solutions, Inc. ("IPI"), identified on the
attached EXHIBIT A (the "Optionees"). EXHIBIT A may be amended from time to time by IPI to reflect
changes in the management group.

1. RECITALS

1.1 Grantor is the holder of shares of common stock ("Common Stock") of IPI and shares of Series A Preferred
Stock of IPI (the "Preferred Stock"), which are convertible into shares of Common Stock in accordance with the
Amended and Restated Certificate of Incorporation filed by IPI with the Delaware Secretary of State on July 11,
2003 (the "Certificate of Incorporation");

1.2 Grantor and IPI desire to provide management incentives to the Optionees for the benefit of Grantor and IPI;
and

1.3 As an inducement to the Optionees, Grantor shall authorize Beck to grant the Optionees from time to time the
right to purchase a certain number of shares of the Common Stock and Preferred Stock held by Grantor
(collectively, "Option Shares") on the terms and conditions set forth in this Agreement.

2. OPTION

2.1 GRANT. The Grantor hereby grants to Beck, as trustee of the Optionees, and or to the Optionees, in such
numbers as the Board of Directors of IPI may determine in writing from time to time, during the Term (as defined
below) the option (this "Option") to purchase from the Grantor the following Option Shares: (a) 8,000,000 shares
of Common Stock held by the Grantor; and (b) such number of shares of Preferred Stock that are convertible
into 17,625,000 shares of Common Stock as of the Grant Date. This Option does not apply to other any capital
stock or other securities of IPI beneficially owned by Grantor.

Notwithstanding anything herein to the contrary, none of the Option Shares shall be shares that have been held
for a period of less than 12 months by Softline, it being the intention of the parties that the shares that Softline
continues to hold (assuming all Options exercised) are the initial shares issued to Softline more than 12 months
prior to the Grant Date.

2.2 OPTION PRICE. The price (the "Option Price") for each Option Share shall be Eighty-Cents ($.80) per
share of Common Stock represented by such Option Share.

2.3 CHANGES IN EQUITY STRUCTURE; RECAPITALIZATION. If any change is made in the Option
Shares such as through a merger, consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in
corporate structure or otherwise, this Option will be appropriately adjusted in the number of shares and price per
Option Share.

                                                           1
2.4 NO STOCKHOLDER RIGHTS. No Optionee shall have rights as a stockholder with respect to any Option
Shares he or she is entitled to purchase under this Option until the date of the issuance of a certificate for the
Option Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities
or other property) or distributions or other rights for which the record date is prior to the date such certificate is
issued, except as provided in this Agreement. This Option and all Option Shares acquired hereunder are subject
to IPI's Certificate of Incorporation, as amended, IPI's Bylaws, and the Investor Rights Agreement dated January
1, 2002 between IPI and Softline (the "Investor Rights Agreement"), and any other agreement to which Softline
and/or IPI are bound, copies of which Beck acknowledges having received and shall make available to the
Optionees.

2.5 JOINDER. Upon the grant or exercise of an Option to or by an Optionee, each Optionee shall execute such
instruments reasonably satisfactory to Softline and Beck agreeing to be bound to the terms of this Agreement and
confirming the accuracy of the representations and warranties made by Optionee herein.

3. EXERCISE

3.1 OPTION TERM. During the term (the "Term") commencing on the Grant Date and ending on either March
24, 2004 or the date on which an Optionee's Continuous Status (as defined below) is terminated, whichever
occurs earliest (the "Expiration Date"), Optionee shall be entitled to exercise all or any part of the Option granted
to him or her at any time. For purposes of this paragraph, "Continuous Status" means the full-time employment of
Optionee as an officer or director of IPI not interrupted or terminated for any reason whatsoever, whether
voluntarily, by the Optionee or IPI, or involuntarily.

3.2 EXPIRATION OF EXERCISE RIGHTS. In no event shall this Option be exercisable after the Expiration
Date.

3.3 EXERCISE PROCEDURE. The Option shall be exercised by the giving of written notice to the Grantor in
the form attached as EXHIBIT B, specifying the number and type of Option Shares to be purchased,
accompanied by the payment of the aggregate Option Price for the Option Shares being purchased, such
payment to be made in any combination of:

(a) United States cash currency;

(b) a cashier's or certified check to the order of the Grantor; or

(c) a personal check acceptable to the Grantor.

3.4 LEGENDS. Certificates representing Option Shares acquired upon exercise of this Option may contain such
legends and transfer restrictions as IPI and/or Softline may deem necessary or desirable to assure the satisfaction
of any liability that either or both may or will have incurred for any withholding of federal, state or local income,
employment or other taxes, to facilitate compliance by either or both with any federal or state laws or regulations,
including, without limitation, legends restricting transfer of the

                                                          2
Option Shares until there has been compliance with federal and state securities laws or such other restrictions as
may be imposed on the Stock under the terms of this Agreement, IPI's Certificate of Incorporation, as amended,
the Certificate of Incorporation, IPI's Bylaws, the Investor Rights Agreement, or any other agreement to which
Softline and/or IPI are bound.

4. REPRESENTATIONS AND WARRANTIES. Optionee represents and warrants to Grantor the following:
(a) This Option and the Option Shares are/will be acquired for investment purposes and not with a view to resale
or distribution; (b) Optionee qualifies as an "Accredited Investor," as such term is defined in Rule 501(a) of
Regulation D under the Act; (c) Optionee has such knowledge and experience in financial, tax, and business
matters in order to enable Optionee to use the information made available to Optionee to fully evaluate the risks
associated with an investment in the Option Shares, to evaluate the merits and risks of Optionee's prospective
investment in the Option Shares, to make an informed investment decision, and to protect Optionee's interests in
connection with an investment in the Option Shares; (d) Optionee is a sophisticated investor and has access to
information regarding an investment in the Option Shares as would be available if the Option Shares were
registered in a registration statement; and (e) Optionee has consulted with a tax advisor with respect to the
Option and/or Option Shares, including, without limitation, the applicability of
Section 83 of the Internal Revenue Code and any appropriate filings and/or notices thereunder. Furthermore,
Optionee understands some of the Option Shares have not been registered under the Securities Act of 1933 (the
"Act") in reliance upon an exemption from registration for non-public, offerings and certain related factors, and
such Option Shares may not be sold and must be held indefinitely unless subsequently registered under the Act
(and qualified under any applicable state securities laws) or IPI receives the written opinion of counsel acceptable
to IPI that an exemption from registration (and qualification) is available.

5. NOTICES.

5.1 IN WRITING. All notices, demands, requests, or other communications permitted or required under this
Agreement or applicable law shall be in writing.

5.2 DELIVERY. All such communications may be served personally or may be sent by registered or certified
mail, return receipt requested, postage prepaid and addressed to either Optionee or the Grantor at the addresses
appearing beneath the respective party's signature to this Agreement, or at such other address as either party shall
have communicated to the other pursuant to this Section. All such communications shall be deemed effectively
delivered upon personal service or three (3) days after deposit in the United States Mail.

6. MISCELLANEOUS.

6.1 SUCCESSORS AND ASSIGNS. This Option may not be transferred by Optionee to any other person or
entity and may be exercised only during Optionee's lifetime and only by Optionee; provided, however, that this
Option may be transferred to a trust for the benefit of the Optionee or members of his immediate family. Subject
to the foregoing limitations, this Agreement shall inure to the benefit of the Grantor and Optionee and their
respective successors or assigns.

                                                         3
6.2 SEVERABILITY. If any provision or provisions of this Agreement are adjudged to be for any reason
unenforceable, illegal or void, the remainder of its provisions shall remain in full force and effect.

6.3 INTEGRATION. This Agreement constitutes the entire understanding of the parties concerning the Option
granted hereby. Except as otherwise provided, any changes, modifications, or variations to this Agreement or the
Option are invalid unless stated in writing and executed by the Grantor and Optionee.

6.4 GOVERNING LAW. This Agreement and the Option granted hereby shall be governed by the laws of the
State of California. Any action to enforce or interpret this Agreement shall be brought in the federal or state
courts situated in San Diego County, State of California,

6.5 ATTORNEYS FEES. If either party brings an action or seeks to enforce or interpret any of the terms or
provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and
costs in addition to any other remedy it may be awarded.

6.6 COUNTERPARTS. This Agreement may be executed in counterparts which shall constitute the whole
instrument.

6.7 FURTHER ASSURANCES. Each party to this Agreement shall execute and deliver all instruments and
documents and take all actions as may be reasonably required or appropriate to carry out the purposes of this
Agreement.

6.8 LEGAL REPRESENTATION. Each of the parties to this Agreement acknowledges that in connection with
the preparation of this Agreement Solomon Ward Seidenwurm & Smith, LLP: (a) represented IPI exclusively in
this matter, and SWSS represented neither Softline nor Beck; (b) represents Softline in matters unrelated to IPI,
but that Softline was represented in this matter by separate counsel and has waived any conflicts in connection
herewith; (c) after execution of this Agreement, IPI may continue to retain SWSS as its legal counsel.

[continued on following page]

                                                          4
6.9 INDEMNIFICATION. Beck shall indemnify Softline against all Claims (as defined below) and all costs,
expenses and attorney's fees incurred in the defense of any of such Claims or any action or proceeding brought
on any of such Claims, to the extent not covered by any applicable insurance or to the extent of any liability in
excess of the policy limits of such insurance. For purposes of this Paragraph, "Claims" shall mean all liabilities,
damages, losses, costs, expenses, attorney's fees and claims (except to the extent caused by the other party's
negligent act, willful misconduct or breach under this Agreement) incurred by Softline arising under Section 16 of
the Securities Act of 1934, as amended, and the rules and regulations promulgated thereunder. If any action or
proceeding is brought against Softline by reason of any such Claims, Beck upon notice from Softline shall defend
such action or proceeding at the Softline's sole cost by legal counsel reasonably satisfactory to Softline. Nothing
in this Paragraph creates any rights to which any insurance company may be subrogated and no person who is
not a party to this Agreement may enforce, directly or indirectly, this Paragraph.

                                                SOFTLINE LTD.,
                                             a South African company

                              By:______________________________________
                              Name:____________________________________
                               Title:___________________________________
                              Address:_________________________________


Steven Beck Address:_________________________________

                                                         5
EXHIBIT 10.31

                                      EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made as of January 30, 2004 (the "Effective Date") by and
between Island Pacific, Inc., a Delaware corporation (the "Company"), and Dave Joseph ("Executive"), with
reference to the following facts:

A. Page Digital, Inc., a Colorado corporation ("Page Digital") has been acquired by a wholly owned subsidiary of
the Company pursuant to the Agreement of Merger and Plan of Reorganization ("Merger Agreement") dated as
of November 20, 2003, to which the Executive was a party.

B. Executive is experienced in the technology and business of Page Digital.

C. Under the Merger Agreement, Executive is exchanging/sold all of Executive's shares of Page Digital to the
Company for shares of common stock of the Company and cash.

D. The Company desires to employ Executive to perform the duties and responsibilities described herein on the
terms and conditions hereinafter set forth.

1. EMPLOYMENT. The Company hereby employs Executive and Executive hereby accepts such employment
upon the terms and conditions hereinafter set forth.

2. DUTIES. Subject to the terms and provisions of this Agreement, Executive is hereby employed by the
Company as Senior Vice President-Sales and Marketing of the Company. Executive's duties shall have full
responsibility and authority for such duties as customarily are associated with service as the Vice President of
Sales of the Company at the direction of the President and the Board of Directors (the "Board") of the Company.
Executive shall report directly to the President of the Company or his designee.

3. SCOPE OF SERVICES. Executive shall devote substantially all of his business time, attention, energies, skills,
learning and efforts to the Company's business.

4. TERM OF EMPLOYMENT AND VOLUNTARY TERMINATION. Subject to prior termination of this
Agreement as hereinafter provided, the term of this Agreement shall commence on the Effective Date and shall
continue for two years thereafter, unless earlier terminated as provided in this Agreement.

5. COMPENSATION.

5.1. SALARY. Executive's annual compensation ("Base Compensation") under this Agreement shall be
$170,000 per year, prorated for any partial year, commencing upon the Effective Date. The Base Compensation
shall be payable semi-monthly in arrears from the Effective Date in accordance with the ordinary payroll
procedures of the Company. Any increases in Base Compensation shall be in the sole and absolute discretion of
the Company. Executive shall be eligible to participate in any bonus/profit sharing plan accorded to senior
executives of the Company.

                                                        1
5.2. OPTIONS. Upon the Closing Date (the "Closing Date" as that term is defined in the Merger Agreement)
Executive shall receive 150,000 options, 50,000 of which shall vest at the first anniversary date of this agreement.
Thereafter, the options shall vest at the rate of 4,166 per month during the second year of this Agreement. The
remaining unvested options shall either: (i) vest at the second anniversary date of this Agreement; or (ii) vest at the
rate of 4,166 per month if the Executive continues to be employed by the Company after the second anniversary
date of this Agreement, all in accordance with and subject to Company's current Stock Option Plan. Thereafter,
Executive shall be entitled to enroll and participate in the Company's regular employee stock option program.

6. OTHER RIGHTS AND BENEFITS. Executive shall also be entitled to receive a $800 per month car
expense allowance and all other rights and benefits, including health insurance, vacations, sick pay and retirement
plan participation, as are made available to other senior executives of the Company and its affiliates; provided,
however, that Executive shall be entitled to no less than four weeks paid vacation per year. To the extent the
rights and benefits offered to the Company's employees are based upon seniority, Executive shall have the same
rights and benefits as the most senior employees of the Company.

7. TERMINATION. The employment of Executive may be terminated as follows:

7.1. TERMINATION BY MUTUAL AGREEMENT. The Company and Executive may mutually agree in
writing to terminate Executive's employment.

7.2. TERMINATION FOR DEATH. Executive's employment shall terminate immediately upon Executive's
death.

7.3. TERMINATION UPON DISABILITY. Executive's employment shall terminate if Executive should
become totally and permanently disabled. For purposes of this Agreement, Executive shall be considered "totally
and permanently disabled" if Executive is treated as permanently "disabled" under any permanent disability
insurance policy maintained by the Company and is entitled to full benefits payable under such policy upon a total
and permanent disability. In the event any such policy is either not in force or the benefits are not available under
such policy, then "total and permanent disability" shall mean the inability of Executive, as a result of substance
abuse, any mental, nervous or psychiatric disorder, or physical condition, injury or illness to perform substantially
all of his duties on a full-time basis currently for a period of six (6) consecutive months, as determined by a
licensed physician selected by the Board of Directors of the Company.

                                                          2
7.4. TERMINATION BY THE COMPANY OR EXECUTIVE. Executive or the Company may terminate this
Agreement at will, for any reason, or for no reason at all, upon 30 days prior written notice.

7.5. TERMINATION BY COMPANY FOR "CAUSE". The Company may terminate this Agreement for
"Cause" upon three days written notice so long as the Company has given Executive written notice describing the
Cause and Executive has not cured such Cause within a reasonable time, but no less than 14 days. For purposes
of this Agreement, "Cause" shall mean the existence or occurrence of any of the following:

7.5.1. Executive's conviction of a felony involving the Company or moral turpitude.

7.5.2. Executive's commission of theft, embezzlement or fraud.

7.5.3. Executive's willful violation of a Company policy or a directive of the Board of Directors previously
delivered to him in writing.

7.5.4. Executive's breach of his obligations set forth in Sections 11, 13, or 14 below.

7.5.5. Any material neglect or breach of duty by Executive under this Agreement, or any failure by Executive to
perform under this Agreement which remains a breach for 14 days after receipt of written notice describing such
breach.

7.5.6. If Executive breaches any material term of the Merger Agreement and remains in breach for 14 days after
receipt of written notice describing such breach.

8. SEVERANCE. If Executive's employment with the Company is terminated without Cause or this Agreement is
not assumed upon a Company merger, acquisition or other corporate restructure, Company shall pay Executive
the greater of:

(a) the balance of Executive's Base Compensation, payable over the remaining term of this Agreement; or

(b) $170,000.

If the Executive's employment is terminated for Cause, Executive shall not be entitled to any severance pay or
other benefits, except as mandated by law.

9. REPRESENTATIONS AND WARRANTIES. Executive hereby represents and warrants to Company that
as of the date of execution of this Agreement: (i) this Agreement will not cause or require Executive to breach any
obligation to, or agreement or confidence with, any other person; (ii) Executive is not representing, or otherwise
affiliated in any capacity with, any other lines of products, manufacturers, vendors or customers of the Company;
and (iii) Executive has not been induced to enter into this Agreement by any promise or representation other than
as expressly set forth in this Agreement.

                                                         3
10. CONFIDENTIALITY. Executive hereby acknowledges that the Company has made and will make available
to Executive certain customer lists, product design information, performance standards and other confidential
and/or proprietary information of the Company or licensed to the Company, including without limitation trade
secrets, copyrighted materials and/or financial information of the Company (or any of its Affiliates, as defined in
Section 13.5 below), including without limitation, financial statements, reports and data (collectively, the
`Confidential Material"). Except as essential to Executive's obligations under this Agreement, neither Executive
nor any agent, employee, officer, or independent contractor of or retained by Executive shall make any disclosure
of this Agreement, the terms of this Agreement, or any of the Confidential Material. Except as essential to
Executive's obligations under this Agreement, neither employee nor any agent, employee, officer, or independent
contractor of or retained by Executive shall make any duplication or other copy of any of the Confidential
Material. Immediately upon request from the Company, Executive shall return to the Company all Confidential
Material. Executive shall notify each person to whom any disclosure is made that such disclosure is made in
confidence, that the Confidential Material shall be kept in confidence by such person, and that such person shall
be bound by the provisions of this Section. Nothing contained in this Section 11 shall be construed as preventing
Executive from providing Confidential Material in compliance with a valid court order issued by court of
competent jurisdiction, providing Executive takes reasonable steps to prevent dissemination of such Confidential
Material.

11. PROPRIETARY INFORMATION. For purposes of this Agreement, "Proprietary Information" shall mean
any information, observation, data, written material, record, document, computer program, software, firmware,
invention, discovery, improvement, development, tool, machine, apparatus, appliance, design, promotional idea,
customer list, practice, process, formula, method, technique, trade secret, product and/or research related to the
actual or anticipated research, marketing strategies, pricing information, business records, development, products,
organization, business or finances of the Company. Proprietary Information shall not include information in the
public domain as of execution of this Agreement except through any act or omission of Employee. All right, title
and interest of every kind and nature whatsoever in and to the Proprietary Information made, discussed,
developed, secured, obtained or learned by Executive during the term of this Agreement shall be the sole and
exclusive property of the Company for any purposes or uses whatsoever, and shall be disclosed promptly by
Executive to the Company. The covenants set forth in the preceding sentence shall apply regardless of whether
any Proprietary Information is made, discovered, developed, secured, obtained or learned (a) solely or jointly
with others, (b) during the usual hours of work or otherwise,
(c) at the request and upon the suggestion of the Company or otherwise, or (d) with the Company's materials,
tools, instruments or on the Company's premises or otherwise. All Proprietary Information developed, created,
invented, devised, conceived or discovered by Executive that are subject to copyright protection are explicitly
considered by Executive and the Company to be works made for hire to the extent permitted by law. Executive
hereby assigns to the Company all of Executive's right, title and interest in and to the Proprietary Information.
Executive hereby forever fully releases and discharges the Company, any Affiliates of the Company and their
respective officers, directors and employees, from and against any and all claims, demands, damages, liabilities,
costs and expenses of Executive arising out of, or relating to, any Proprietary Information. Executive shall execute
any documents and take any action the Company may deem necessary or appropriate to effectuate the
provisions of this Agreement, including without limitation assisting the Company in obtaining and/or maintaining
patents, copyrights or similar rights to any Proprietary Information assigned to the Company, if the Company, in
its sole discretion,

                                                         4
requests such assistance. Executive shall comply with any reasonable rules established from time to time by the
Company for the protection of the confidentiality of any Proprietary Information. Executive irrevocably appoints
the President of the Company to act as Executive's agent and attorney-in-fact to perform all acts necessary to
obtain and/or maintain patents, copyrights and similar rights to any Proprietary Information assigned by Executive
to the Company under this Agreement if (a) Executive refuses to perform those acts, or
(b) is unavailable, within the meaning of any applicable laws. Executive acknowledges that the grant of the
foregoing power of attorney is coupled with an interest and shall survive the death or disability of Executive.
Executive shall promptly disclose to the Company, in confidence (a) all Proprietary Information that Executive
creates during the term of this Agreement, and (b) all patent applications filed by Executive within six months after
termination of this Agreement. Any application for a patent, copyright registration or similar right filed by
Executive within six months after termination of this Agreement shall be presumed to relate to Proprietary
Information created by Executive during the term of this Agreement, unless Executive can prove otherwise.
Nothing contained in this Agreement shall be construed to preclude the Company from exercising all of its rights
and privileges as sole and exclusive owner of all of the Proprietary Information owned by or assigned to the
Company under this Agreement. The Company, in exercising such rights and privileges with respect to any
particular item of Proprietary Information, may decide not to file any patent application or any copyright
registration on such Proprietary Information, may decide to maintain such Proprietary Information as secret and
confidential, or may decide to abandon such Proprietary Information or dedicate it to the public. Executive shall
have no authority to exercise any rights or privileges with respect to the Proprietary Information owned by or
assigned to the Company under this Agreement. This Agreement does not apply to any Proprietary Information
that qualifies fully under the provisions of California Labor Code Section 2870 or any similar or successor statute.

12. BUSINESS OPPORTUNITIES. During the term of this Agreement, if Executive (or any agent, employee,
officer or independent contractor of or retained by Executive) becomes aware of, or develops, creates, invests,
devises, conceives or discovered, any project, investment, venture, business or other opportunity (any of the
preceding, an "Opportunity") that is similar to, competitive with, related to or in the same field as the Company or
any Affiliate, or any project, investment, venture, or business of the Company or any Affiliate, then Executive shall
so notify the Company immediately in writing of such Opportunity and shall use Executive's good-faith efforts to
cause the Company to have the opportunity to invest in, participate in or otherwise become affiliated with such
Opportunity.

13. SECTION HEADINGS. The section headings or captions in this Agreement are for convenience of
reference only and do not form a part hereof, and do not in any way modify, interpret or construe the intent of the
parties or affect any of the provisions of this Agreement.

14. SURVIVAL. The obligations and rights imposed upon the parties hereto by the provisions of this Agreement
which relate to acts or events subsequent to the termination of this Agreement shall survive the termination of this
Agreement and shall remain fully effective thereafter.

15. VENUE AND JURISDICTION. For purposes of venue and jurisdiction, this Agreement shall be deemed
made and to be performed in the City of San Diego, California.

16. ARBITRATION.

                                                         5
16.1. Any claim, dispute or other controversy (a "Controversy") relating to this Agreement shall be settled and
resolved by binding arbitration in San Diego County, California, before the American Arbitration Association
("AAA"). The arbitration shall be conducted in accordance with AAA's rules and procedures, except as
expressly modified by this Section. The Parties to this Agreement (the "Parties") shall be entitled to full discovery
regarding the Controversy as permitted by the California Code of Civil Procedure. The arbitrator's decision on
the Controversy shall be a final and binding determination of the Controversy and shall be fully enforceable as an
arbitration award in any court having jurisdiction and venue over the Parties. The arbitrator shall also award the
prevailing Party any reasonable attorneys' fees and reasonable expenses the prevailing Party incurs in connection
with the arbitration, and the other Party shall pay the arbitrator's fees and expenses. The arbitrator shall determine
who is the prevailing Party. Each Party submits to the exclusive jurisdiction of the courts located in San Diego
County, California, for purposes of Section 16.2 below compelling arbitration or giving legal confirmation of any
arbitration award. Each Party also agrees to accept service of process for all arbitration proceedings in
accordance with AAA's rules.

16.2. The obligation to arbitrate shall not be binding upon either party with respect to requests for temporary
restraining orders, preliminary injunctions or other procedures in a court of competent jurisdiction to obtain
interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury
pending resolution by arbitration of the actual dispute between the parties.

16.3. The provisions of this Section shall be construed as independent of any other covenant or provision of this
Agreement; provided that if a court of competent jurisdiction determines that any such provisions are unlawful in
any way, such court shall modify or interpret such provisions to the minimum extent necessary to have them
comply with the law.

16.4. This arbitration provision shall be deemed to be self-executing and shall remain in full force and effect after
expiration or termination of this Agreement. In the event either party fails to appear at any properly noticed
arbitration proceeding, an award may be entered against such party by default or otherwise notwithstanding said
failure to appear.

17. SEVERABILITY. Should any one or more of the provisions of this Agreement be determined to be illegal or
unenforceable in any relevant jurisdiction, then such illegal or unenforceable provision shall be modified by the
proper court, if possible, but only to the extent necessary to make such provision enforceable, and such modified
provision and all other provisions of this Agreement shall be given effect separately from the provision or portion
thereof determined to be illegal or unenforceable and shall not be affected thereby; provided, that any such
modification shall apply only with respect to the operation of this Agreement in the particular jurisdiction in which
such determination of illegality or unenforceability is made.

18. WAIVER. The failure of either party to enforce any provision of this Agreement shall not be construed as a
waiver of any such provision, nor prevent such party thereafter from enforcing such provision or any other
provision of this Agreement. The rights granted both parties herein are cumulative and the election of one shall not
constitute a waiver of such party's right to assert all other legal remedies available under the circumstances.

                                                          6
19. PARTIES IN INTEREST. Nothing in this Agreement, whether express or implied, is intended to confer any
rights or remedies under or by reason of this Agreement on any persons other than the parties to this Agreement
and the successors, assigns and affiliates of the Company, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give
any third person any right of action over or against any party to this Agreement.

20. ASSIGNMENT. The rights and obligations under this Agreement shall be binding upon, and inure to the
benefit of, the heirs, executors, successors and assigns of Executive and the Company. Except as specifically
provided in this Section 22, neither the Company nor Executive may assign this Agreement or delegate their
respective responsibilities under this Agreement without the consent of the other party hereto. Upon the sale,
exchange or other transfer of substantially all of the assets of the Company, the Company shall assign this
Agreement to the transferee of such assets. No assignment of this Agreement by the Company shall relieve the
Company of, and the Company shall remain obligated to perform, its duties and obligations under this
Agreement, including, without limitation, payment of the Base Compensation set forth in Section 5, above.

21. ATTORNEYS' FEES. In the event of any suit, action or arbitration to enforce any of the terms or provisions
of this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees and costs. The foregoing
entitlement shall also include attorneys' fees and costs of the prevailing party on any appeal of a judgment and for
any action to enforce a judgment.

22. MODIFICATION. This Agreement may be modified only by a contract in writing executed by the party(ies)
to this Agreement against whom enforcement of such modification is sought.

23. PRIOR UNDERSTANDINGS. This Agreement contains the entire agreement between the parties to this
Agreement with respect to the subject matter of this Agreement, is intended as a final expression of such parties'
agreement with respect to such terms as are included in this Agreement, is intended as a complete and exclusive
statement of the terms of such agreement, and supersedes all negotiations, stipulations, understandings,
agreements, representations and warranties, if any, with respect to such subject matter, which precede or
accompany the execution of this Agreement.

24. INTERPRETATION. Whenever the context so requires in this Agreement, all words used in the singular
shall be construed to have been used in the plural (and vice versa), each gender shall be construed to include any
other genders, and the word "person" shall be construed to include a natural person, a corporation, a firm, a
partnership, a joint venture, a trust, an estate or any other entity.

25. 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.

26. APPLICABLE LAW. This Agreement and the rights and obligations of the parties hereunder shall be
construed under, and governed by, the laws of the State of California without giving effect to conflict of laws
provisions.

                                                          7
27. DRAFTING AMBIGUITIES. Each party to this Agreement has reviewed and revised this Agreement. Each
party to this Agreement has had the opportunity to have such party's legal counsel review and revise this
Agreement. The rule of construction that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.

28. CONSTRUCTION. Where used in this Agreement, the terms "include" or "including" mean include or
including, as applicable, without limitation.

[Signature Page Follows]

                                                         8
               THE COMPANY:

            ISLAND PACIFIC, INC
              a Delaware corporation

By:_________________________________________

Name:_______________________________________

 Title:______________________________________

                 EXECUTIVE:


                 Dave Joseph

                       9
EXHIBIT 10.34

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT COVERING SUCH SECURITIES, (II) THE SALE IS MADE IN ACCORDANCE WITH
RULE 144 UNDER THE ACT, OR (III) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT.

                                          OPTION AGREEMENT

This Option Agreement (the "Agreement") is entered into as of September 3, 2002 (the "Grant Date") between
SVI Solutions, Inc., a Delaware corporation (the "Company") and Harvey Braun (the "Optionee") as follows:

1. RECITALS

1.1 The Board of Directors of the Company authorized the granting of this Option to Optionee. The option
granted by this Agreement is intended to constitute a non-qualified stock option, meaning an option which is not
an "incentive stock option" within the meaning of Section 422 of Internal Revenue Code of 1986, as amended.

2. DEFINITIONS

In addition to those words and phrases defined above and unless otherwise required by the context in which they
appear, words and phrases having their initial letters capitalized shall have the following meanings:

"Agreement" means this Option Agreement (including any schedules, attachments, documents incorporated by
reference or modifications agreed to in writing by the Company and Optionee) which sets forth the parties' rights
and obligations with respect to the Option.

"Board" means the Board of Directors of the Company.

"Commission" means the Securities and Exchange Commission of the United States.

"Expiration Date" means September 3, 2005.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

"Option" means the right of Optionee to purchase 2,000,000 (two million) shares of Stock in accordance with the
terms and conditions of this Agreement.

"Option Price" means $0.28 per share of Stock to be paid by the Optionee upon exercise of the Option.

                                                        1
"Option Stock" means the shares of Stock Optionee shall be entitled to purchase pursuant to this Agreement.

"Registration Expenses" shall have the meaning ascribed to that phrase in Section 6.1 below.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

"Stock" means the $0.0001 par value common stock of the Company.

"Term" means the period commencing on the Grant Date and continuing until the Expiration Date.

3. OPTION

3.1 GRANT. The Company hereby grants to Optionee the Option to purchase all or any part of the Option
Stock on the terms and conditions set forth in this Agreement.

3.2 PURCHASE PRICE. The purchase price per share of Stock to be paid upon the exercise of this Option
shall be the Option Price.

3.3 RESTRICTIONS ON TRANSFER. This Option shall not be transferable by Optionee other than to by will
or the laws of descent and distribution. Any permitted transferee shall also be referred to as Optionee. Upon any
attempt to sell, assign, encumber or otherwise transfer this Option in violation of this Agreement, or upon the levy
of any attachment or similar process upon this Option, this Option shall immediately become null and void.

3.4 CHANGES IN EQUITY STRUCTURE; RECAPITALIZATION. If any change is made in the Stock
(through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than
cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or
otherwise), the Option will be appropriately adjusted in the number of shares and price per share of Stock. In the
event of: (a) a merger or consolidation in which the Company is not the surviving corporation or
(b) a reverse merger in which the Company is the surviving corporation but the shares of Stock outstanding
immediately preceding the merger are converted by virtue of the merger into other property, whether in the form
of securities, cash or otherwise, then, at the sole discretion of the Board and to the extent permitted by applicable
law: (i) any surviving corporation shall assume the Option or shall substitute a similar stock option in its stead, or
(ii) the Option shall continue in full force and effect.

Notwithstanding any provision of this Agreement, the Company reserves the right to:

(a) Make or enter into any adjustments, reclassifications, reorganizations or changes of its capital or business
structure;

(b) Merge or consolidate with other entities; or

                                                          2
(c) Dissolve, liquidate or sell or transfer any or all of its business or assets.

3.5 STOCKHOLDER'S RIGHTS. Optionee shall have no rights as a stockholder with respect to any shares of
Stock Optionee is entitled to purchase under this Option until the date of the issuance of a certificate for the
shares of Stock. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the record date is prior to the date such
certificate is issued, except as provided in this Agreement.

4. EXERCISE

4.1 EXERCISE OF OPTION. During the Term Optionee shall be entitled to exercise all or any part of the
Option at any time during the term of the Option.

4.2 EXPIRATION OF EXERCISE RIGHTS. In no event shall this Option be exercisable after the Expiration
Date.

4.3 EXERCISE PROCEDURE. The Option shall be exercised by the giving of written notice to the Company (in
a form designated by the Company) specifying the number of shares of Stock to be purchased, accompanied by
the payment of the aggregate Option Price for the shares of Option Stock being purchased, such payment to be
made in any combination of:

                       (a)        United States cash currency;

                       (b)        a cashier's or certified check to the order of the
                                  Company;

                       (c)        a personal check acceptable to the Company; or

                       (d)        a "cashless exercise" in which the Optionee shall be
                                  entitled to receive a certificate for the number of
                                  Option shares equal to the quotient obtained by
                                  dividing [(C - B)*A] by (C), where:

                                  (A)    =    the number of Option shares issuable upon
                                              exercise of this Option;
                                  (B)    =    the Exercise Price of this Option; and
                                  (C)    =    the closing price of SVI common share on
                                              the date of exercise.




4.4 LEGENDS. Certificates representing Stock acquired upon exercise of this Option may contain such legends
and transfer restrictions as the Company shall deem necessary or desirable to assure the satisfaction of any
liability that the Company may or will have incurred for any withholding of federal, state or local income,
employment or other taxes, to facilitate compliance by the Company with any federal or state laws or regulations,
including, without limitation, legends restricting transfer of the Stock until there has been compliance with federal
and state securities laws or such other restrictions as may be imposed on the Stock under the terms of this
Agreement.

5. INVESTMENT INTENT

This Option is granted on the condition that Optionee's purchase of Option Stock shall be for investment
purposes and not with a view to resale or

                                                             3
distribution. This Option may not be exercised unless the shares issuable upon exercise of this Option are then
registered under the Securities Act or, if such shares are not then registered under the Act, the Company has
determined that such exercise and issuance would be exempt from the registration requirements of the Securities
Act.

6. REGISTRATION RIGHTS. For a period commencing on the Grant Date and ending on September 3, 2005,
Optionee shall have the incidental ("piggyback") registration rights with respect to the Option Stock as set forth in
this Article 6.

6.1 If the Company proposes to register any of its Stock under the Securities Act (other than a registration
effected solely to implement an employee benefit plan, a transaction to which Rule 145 of the Commission is
applicable or any other form or type of registration in which the Stock cannot be included pursuant to
Commission rule or practice) the Company will give written notice to Optionee of its intention to do so. If such
registration is proposed to be on a form which permits inclusion of Stock, upon the written request (stating the
intended method of disposition of the Option Stock) of Optionee given within fifteen (15) days after transmittal by
the Company to Optionee of such notice, the Company will, subject to the limits contained in this Section 6.1,
use its best efforts to cause all shares of Option Stock of Optionee (provided the Option is exercised as a
condition of such registration), to be included in such registration to the extent requisite to permit such sale or
other disposition by Optionee so registered; provided, however, if the underwriter managing such registration
notifies Optionee in writing that market or economic conditions limit the amount of securities which may
reasonably be expected to be sold, then the number of shares of Stock to be included in such registration by
Optionee shall be reduced (up to the entire amount thereof as determined in the sole discretion of the managing
underwriter), and further provided, that the inclusion of such shares of Option Stock in the registration shall be
subject to compliance with the reasonable terms and conditions of any underwriting agreement respecting the
registration.

(a) In connection with any registration where shares of Option Stock of Optionee are also registered pursuant to
the provisions of this Section, Optionee will cooperate with the Company and each underwriter (if the method of
disposition shall be an underwritten public offering) and will take all such actions and execute and deliver all such
instruments, agreements and documents as the Company or any such underwriter reasonably may request,
including, but not limited to:

A. furnishing to the Company in writing such information with respect to Optionee and the proposed distribution
by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities
laws;

B. immediately notifying the Company, and the managing underwriter (if the method of disposition shall be an
underwritten public offering), at any time when a prospectus relating to such registration is required to be
delivered under the Securities Act, of the happening of an event of which Optionee has knowledge as a result of
which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a
material fact regarding Optionee or omits to state a material fact regarding Optionee required to be stated therein
or necessary

                                                          4
to make the statements therein regarding Optionee not misleading in light of the circumstances then existing; and

C. to agree, upon request of the Company or the underwriters managing any underwritten offering of the
Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any shares of Stock (other than those included in the registration) without the prior written consent of
the Company or such managing underwriters, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days) from the effective date of such registration as the Company or the managing
underwriters, as the case may be, may specify. Optionee agrees that the Company may instruct its transfer agent
to place stop-transfer notations in its record to enforce the provisions of this subsection.

(b) If Optionee disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written
notice to the Company and the managing underwriter.

(c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section
6.1 prior to the effectiveness of such registration whether or not Optionee has elected to include the Option
Stock in such registration.

(d) Optionee shall pay the fees and expenses of its own legal counsel, brokerage commissions payable in respect
of shares of Option Stock sold on behalf of Optionee and other expenses which are not specifically included in
the definition of Registration Expenses set forth in subparagraph (e) of this
Section 6.1.

(e) Registration Expenses means the following expenses incurred in effecting the Company's registration of its
securities, including those held by the Optionee, (i) registration and filing fees, (ii) printing expenses, (iii)
underwriting expense other than fees, commissions or discounts payable in respect of shares of Optionee Stock
sold on behalf of Optionee, (iv) expenses of any audits incident to or required by any such registration and
expenses of complying with the securities or blue sky laws of any jurisdiction, and (v) the Company's legal fees
and specifically excludes attorneys, accountants or broker's fees of Optionee.

(f) The Company will indemnify and hold harmless Optionee and each person, if any, who controls Optionee
within the meaning of the Securities Act against any losses, claims, damages or liabilities (or actions in respect
thereof), joint or several, to which Optionee or such controlling person may become subject, under the Securities
Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are caused by any untrue
statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any
registration statement under which Optionee's Option Stock were registered under the Securities Act, any
prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse Optionee and each such controlling person for any legal or
other expenses reasonably incurred by Optionee or such controlling person in connection

                                                         5
with defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with
written information furnished by Optionee in writing for use in the preparation thereof.

Optionee will indemnify and hold harmless the Company, each of its directors, each of its officers who have
signed such registration statement, and each person, if any, who controls the Company, within the meaning of the
Securities Act, against any losses, claims, damages or liabilities to which the Company, or any such director,
officer, or controlling person may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) are caused by any untrue or alleged untrue statement
of any material fact contained in such registration statement, any prospectus contained therein, or amendment or
amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading; in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was so made in reliance upon and in conformity with written information furnished by
Optionee for use in the preparation thereof; and will reimburse any legal or other expenses reasonably incurred
by the Company or any such director, officer, or controlling person in connection with defending any such loss,
claim, damage, liability or action.

Promptly after receipt by an indemnified party pursuant hereto of notice of any claims to which indemnity would
apply or the commencement of any action, such indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant hereto, notify the indemnifying party of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party
otherwise than hereunder. In case such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to
the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party.

6.2 NOTICES OF CERTAIN EVENTS. The Company agrees to review its stock ledgers, stock transfer books
and other corporate records periodically (and not less often than once in each calendar quarter) in order to
determine whether Optionee is or shall have become, solely due to its ownership of the Option, directly or
indirectly, the beneficial owner of more than such percentage of any class of its equity securities (as defined in the
Exchange Act) as shall cause Optionee to be required to make any filings or declarations to the Company, the
Commission, any national securities exchange or any other party pursuant to the provisions of the Exchange Act
or any comparable federal statute.

7. NOTICES

7.1 IN WRITING. All notices, demands, requests, or other communications permitted or required under this
Agreement or applicable law shall be in writing.

                                                          6
7.2 DELIVERY. All such communications may be served personally or may be sent by registered or certified
mail, return receipt requested, postage prepaid and addressed to either Optionee or the Company at the
addresses appearing beneath the respective party's signature to this Agreement, or at such other address as either
party shall have communicated to the other pursuant to this Section. All such communications shall be deemed
effectively delivered upon personal service or three (3) days after deposit in the United States Mail.

8. MISCELLANEOUS

8.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this Agreement shall inure to the
benefit of only the Company, Optionee and their respective successors or assigns.

8.2 SEVERABILITY. If any provision or provisions of this Agreement are adjudged to be for any reason
unenforceable, illegal or void, the remainder of its provisions shall remain in full force and effect.

8.3 INTEGRATION. This Agreement constitutes the entire understanding of the parties concerning the Option
granted hereby. Except as otherwise provided, any changes, modifications, or variations to this Agreement or the
Option are invalid unless stated in writing and executed by the Company and Optionee.

8.4 GOVERNING LAW. This Agreement and the Option granted hereby shall be governed by the laws of the
State of California. Any action to enforce or interpret this Agreement shall be brought in the federal or state
courts situated in San Diego County, State of California,

8.5 ATTORNEYS FEES. If either party brings an action or seeks to enforce or interpret any of the terms or
provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and
costs in addition to any other remedy it may be awarded.

8.6 COUNTERPARTS. This Agreement may be executed in counterparts which shall constitute the whole
instrument.

8.7 TITLES FOR CONVENIENCE; GENDER AND PLURALS. Titles of articles and paragraph headings are
for convenience only and shall not affect the construction or interpretation of this Agreement, or any portion
thereof. Whenever required by the context hereof, the singular shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter, and vice versa.

                                                          7
Executed to be effective as of the Grant Date:


                                                 Signature
                                            By: HARVEY BRAUN

Title:


                                                      Address


                                                 City State Zip Code

                                           SVI SOLUTIONS, INC.

                                                     Signature

By: BARRY M. SCHECHTER
Its: CHIEF EXECUTIVE OFFICER

5607 Palmer Way, Carlsbad, California 92008

                                                         8
                                            NOTICE OF EXERCISE

This constitutes notice under the appended Option Agreement that I elect to purchase the number of shares for
the price set forth below.

                        Number of shares as
                        to which option is
                        exercised:                                   ___________________

                        Certificates to be
                        issued in name of:                           ___________________

                        Total exercise price                        $___________________

                        Cash payment delivered
                        herewith:                                   $___________________




I hereby make the following certifications and representations with respect to the number of shares of Common
Stock of the Company listed above (the "Shares"), which are being acquired by me for my own account upon
exercise of the Option as set forth above:

I warrant and represent to the Company that I have no present intention of distributing or selling the Shares,
except as permitted under the Securities Act of 1933 and any applicable state securities laws.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option
shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting restrictions pursuant to the Company's Articles of Incorporation, Bylaws and/or applicable securities
laws.


                                                      (Name)


                                                       (Date)

                                                         9
EXHIBIT 10.35

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT COVERING SUCH SECURITIES, (II) THE SALE IS MADE IN ACCORDANCE WITH
RULE 144 UNDER THE ACT, OR (III) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT.

                                          OPTION AGREEMENT

This Option Agreement (the "Agreement") is entered into as of September 3, 2002 (the "Grant Date") between
SVI Solutions, Inc., a Delaware corporation (the "Company") and Steven Beck (the "Optionee") as follows:

1. RECITALS

1.1 The Board of Directors of the Company authorized the granting of this Option to Optionee. The option
granted by this Agreement is intended to constitute a non-qualified stock option, meaning an option which is not
an "incentive stock option" within the meaning of Section 422 of Internal Revenue Code of 1986, as amended.

2. DEFINITIONS

In addition to those words and phrases defined above and unless otherwise required by the context in which they
appear, words and phrases having their initial letters capitalized shall have the following meanings:

"Agreement" means this Option Agreement (including any schedules, attachments, documents incorporated by
reference or modifications agreed to in writing by the Company and Optionee) which sets forth the parties' rights
and obligations with respect to the Option.

"Board" means the Board of Directors of the Company.

"Commission" means the Securities and Exchange Commission of the United States.

"Expiration Date" means September 3, 2005.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

"Option" means the right of Optionee to purchase 2,000,000 (two million) shares of Stock in accordance with the
terms and conditions of this Agreement.

"Option Price" means $0.28 per share of Stock to be paid by the Optionee upon exercise of the Option.

"Option Stock" means the shares of Stock Optionee shall be entitled to purchase pursuant to this Agreement.

                                                        1
"Registration Expenses" shall have the meaning ascribed to that phrase in Section 6.1 below.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

"Stock" means the $0.0001 par value common stock of the Company.

"Term" means the period commencing on the Grant Date and continuing until the Expiration Date.

3. OPTION

3.1 GRANT. The Company hereby grants to Optionee the Option to purchase all or any part of the Option
Stock on the terms and conditions set forth in this Agreement.

3.2 PURCHASE PRICE. The purchase price per share of Stock to be paid upon the exercise of this Option
shall be the Option Price.

3.3 RESTRICTIONS ON TRANSFER. This Option shall not be transferable by Optionee other than to by will
or the laws of descent and distribution. Any permitted transferee shall also be referred to as Optionee. Upon any
attempt to sell, assign, encumber or otherwise transfer this Option in violation of this Agreement, or upon the levy
of any attachment or similar process upon this Option, this Option shall immediately become null and void.

3.4 CHANGES IN EQUITY STRUCTURE; RECAPITALIZATION. If any change is made in the Stock
(through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than
cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or
otherwise), the Option will be appropriately adjusted in the number of shares and price per share of Stock. In the
event of: (a) a merger or consolidation in which the Company is not the surviving corporation or
(b) a reverse merger in which the Company is the surviving corporation but the shares of Stock outstanding
immediately preceding the merger are converted by virtue of the merger into other property, whether in the form
of securities, cash or otherwise, then, at the sole discretion of the Board and to the extent permitted by applicable
law: (i) any surviving corporation shall assume the Option or shall substitute a similar stock option in its stead, or
(ii) the Option shall continue in full force and effect.

Notwithstanding any provision of this Agreement, the Company reserves the right to:

(a) Make or enter into any adjustments, reclassifications, reorganizations or changes of its capital or business
structure;

(b) Merge or consolidate with other entities; or

(c) Dissolve, liquidate or sell or transfer any or all of its business or assets.

3.5 STOCKHOLDER'S RIGHTS. Optionee shall have no rights as a stockholder with respect to any shares of
Stock Optionee is entitled to purchase

                                                             2
under this Option until the date of the issuance of a certificate for the shares of Stock. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or
other rights for which the record date is prior to the date such certificate is issued, except as provided in this
Agreement.

4. EXERCISE

4.1 EXERCISE OF OPTION. During the Term Optionee shall be entitled to exercise all or any part of the
Option at any time during the term of the Option.

4.2 EXPIRATION OF EXERCISE RIGHTS. In no event shall this Option be exercisable after the Expiration
Date.

4.3 EXERCISE PROCEDURE. The Option shall be exercised by the giving of written notice to the Company (in
a form designated by the Company) specifying the number of shares of Stock to be purchased, accompanied by
the payment of the aggregate Option Price for the shares of Option Stock being purchased, such payment to be
made in any combination of:

                     (a)        United States cash currency;

                     (b)        a cashier's or certified check to the order of the
                                Company;

                     (c)        a personal check acceptable to the Company;

                     (d)        a "cashless exercise" in which the Optionee shall be
                                entitled to receive a certificate for the number of
                                Option shares equal to the quotient obtained by
                                dividing [(C-B)*A] by (C), where:

                                A     =    the number of Option shares issuable upon
                                           exercise of this Option;
                                B     =    the Exercise Price of this Option; and
                                C     =    the closing price of SVI common share on
                                           the date of exercise.




4.4 LEGENDS. Certificates representing Stock acquired upon exercise of this Option may contain such legends
and transfer restrictions as the Company shall deem necessary or desirable to assure the satisfaction of any
liability that the Company may or will have incurred for any withholding of federal, state or local income,
employment or other taxes, to facilitate compliance by the Company with any federal or state laws or regulations,
including, without limitation, legends restricting transfer of the Stock until there has been compliance with federal
and state securities laws or such other restrictions as may be imposed on the Stock under the terms of this
Agreement.

5. INVESTMENT INTENT

This Option is granted on the condition that Optionee's purchase of Option Stock shall be for investment
purposes and not with a view to resale or distribution. This Option may not be exercised unless the shares
issuable upon exercise of this Option are then registered under the Securities Act or, if such shares are not then
registered under the Act, the Company has determined that

                                                          3
such exercise and issuance would be exempt from the registration requirements of the Securities Act.

6. REGISTRATION RIGHTS. For a period commencing on the Grant Date and ending on September 3, 2005,
Optionee shall have the incidental ("piggyback") registration rights with respect to the Option Stock as set forth in
this Article 6.

6.1 If the Company proposes to register any of its Stock under the Securities Act (other than a registration
effected solely to implement an employee benefit plan, a transaction to which Rule 145 of the Commission is
applicable or any other form or type of registration in which the Stock cannot be included pursuant to
Commission rule or practice) the Company will give written notice to Optionee of its intention to do so. If such
registration is proposed to be on a form which permits inclusion of Stock, upon the written request (stating the
intended method of disposition of the Option Stock) of Optionee given within fifteen (15) days after transmittal by
the Company to Optionee of such notice, the Company will, subject to the limits contained in this Section 6.1,
use its best efforts to cause all shares of Option Stock of Optionee (provided the Option is exercised as a
condition of such registration), to be included in such registration to the extent requisite to permit such sale or
other disposition by Optionee so registered; provided, however, if the underwriter managing such registration
notifies Optionee in writing that market or economic conditions limit the amount of securities which may
reasonably be expected to be sold, then the number of shares of Stock to be included in such registration by
Optionee shall be reduced (up to the entire amount thereof as determined in the sole discretion of the managing
underwriter), and further provided, that the inclusion of such shares of Option Stock in the registration shall be
subject to compliance with the reasonable terms and conditions of any underwriting agreement respecting the
registration.

(a) In connection with any registration where shares of Option Stock of Optionee are also registered pursuant to
the provisions of this Section, Optionee will cooperate with the Company and each underwriter (if the method of
disposition shall be an underwritten public offering) and will take all such actions and execute and deliver all such
instruments, agreements and documents as the Company or any such underwriter reasonably may request,
including, but not limited to:

A. furnishing to the Company in writing such information with respect to Optionee and the proposed distribution
by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities
laws;

B. immediately notifying the Company, and the managing underwriter (if the method of disposition shall be an
underwritten public offering), at any time when a prospectus relating to such registration is required to be
delivered under the Securities Act, of the happening of an event of which Optionee has knowledge as a result of
which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a
material fact regarding Optionee or omits to state a material fact regarding Optionee required to be stated therein
or necessary to make the statements therein regarding Optionee not misleading in light of the circumstances then
existing; and

                                                          4
C. to agree, upon request of the Company or the underwriters managing any underwritten offering of the
Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any shares of Stock (other than those included in the registration) without the prior written consent of
the Company or such managing underwriters, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days) from the effective date of such registration as the Company or the managing
underwriters, as the case may be, may specify. Optionee agrees that the Company may instruct its transfer agent
to place stop-transfer notations in its record to enforce the provisions of this subsection.

(b) If Optionee disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written
notice to the Company and the managing underwriter.

(c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section
6.1 prior to the effectiveness of such registration whether or not Optionee has elected to include the Option
Stock in such registration.

(d) Optionee shall pay the fees and expenses of its own legal counsel, brokerage commissions payable in respect
of shares of Option Stock sold on behalf of Optionee and other expenses which are not specifically included in
the definition of Registration Expenses set forth in subparagraph (e) of this
Section 6.1.

(e) Registration Expenses means the following expenses incurred in effecting the Company's registration of its
securities, including those held by the Optionee, (i) registration and filing fees, (ii) printing expenses, (iii)
underwriting expense other than fees, commissions or discounts payable in respect of shares of Optionee Stock
sold on behalf of Optionee, (iv) expenses of any audits incident to or required by any such registration and
expenses of complying with the securities or blue sky laws of any jurisdiction, and (v) the Company's legal fees
and specifically excludes attorneys, accountants or broker's fees of Optionee.

(f) The Company will indemnify and hold harmless Optionee and each person, if any, who controls Optionee
within the meaning of the Securities Act against any losses, claims, damages or liabilities (or actions in respect
thereof), joint or several, to which Optionee or such controlling person may become subject, under the Securities
Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are caused by any untrue
statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any
registration statement under which Optionee's Option Stock were registered under the Securities Act, any
prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse Optionee and each such controlling person for any legal or
other expenses reasonably incurred by Optionee or such controlling person in connection with defending any such
loss, claim, damage, liability or action; provided, however, that the Company will not be liable

                                                         5
in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with
written information furnished by Optionee in writing for use in the preparation thereof.

Optionee will indemnify and hold harmless the Company, each of its directors, each of its officers who have
signed such registration statement, and each person, if any, who controls the Company, within the meaning of the
Securities Act, against any losses, claims, damages or liabilities to which the Company, or any such director,
officer, or controlling person may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) are caused by any untrue or alleged untrue statement
of any material fact contained in such registration statement, any prospectus contained therein, or amendment or
amendments or supplements thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading; in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was so made in reliance upon and in conformity with written information furnished by
Optionee for use in the preparation thereof; and will reimburse any legal or other expenses reasonably incurred
by the Company or any such director, officer, or controlling person in connection with defending any such loss,
claim, damage, liability or action.

Promptly after receipt by an indemnified party pursuant hereto of notice of any claims to which indemnity would
apply or the commencement of any action, such indemnified party will, if a claim thereof is to be made against the
indemnifying party pursuant hereto, notify the indemnifying party of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party
otherwise than hereunder. In case such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to
the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party.

6.2 NOTICES OF CERTAIN EVENTS. The Company agrees to review its stock ledgers, stock transfer books
and other corporate records periodically (and not less often than once in each calendar quarter) in order to
determine whether Optionee is or shall have become, solely due to its ownership of the Option, directly or
indirectly, the beneficial owner of more than such percentage of any class of its equity securities (as defined in the
Exchange Act) as shall cause Optionee to be required to make any filings or declarations to the Company, the
Commission, any national securities exchange or any other party pursuant to the provisions of the Exchange Act
or any comparable federal statute.

7. NOTICES

7.1 IN WRITING. All notices, demands, requests, or other communications permitted or required under this
Agreement or applicable law shall be in writing.

7.2 DELIVERY. All such communications may be served personally or may be sent by registered or certified
mail, return receipt requested, postage prepaid and addressed to either Optionee or the Company at the
addresses appearing beneath the respective party's signature to this Agreement, or at such

                                                          6
other address as either party shall have communicated to the other pursuant to this Section. All such
communications shall be deemed effectively delivered upon personal service or three (3) days after deposit in the
United States Mail.

8. MISCELLANEOUS

8.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this Agreement shall inure to the
benefit of only the Company, Optionee and their respective successors or assigns.

8.2 SEVERABILITY. If any provision or provisions of this Agreement are adjudged to be for any reason
unenforceable, illegal or void, the remainder of its provisions shall remain in full force and effect.

8.3 INTEGRATION. This Agreement constitutes the entire understanding of the parties concerning the Option
granted hereby. Except as otherwise provided, any changes, modifications, or variations to this Agreement or the
Option are invalid unless stated in writing and executed by the Company and Optionee.

8.4 GOVERNING LAW. This Agreement and the Option granted hereby shall be governed by the laws of the
State of California. Any action to enforce or interpret this Agreement shall be brought in the federal or state
courts situated in San Diego County, State of California,

8.5 ATTORNEYS FEES. If either party brings an action or seeks to enforce or interpret any of the terms or
provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and
costs in addition to any other remedy it may be awarded.

8.6 COUNTERPARTS. This Agreement may be executed in counterparts which shall constitute the whole
instrument.

8.7 TITLES FOR CONVENIENCE; GENDER AND PLURALS. Titles of articles and paragraph headings are
for convenience only and shall not affect the construction or interpretation of this Agreement, or any portion
thereof. Whenever required by the context hereof, the singular shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter, and vice versa.

                                                          7
Executed to be effective as of the Grant Date:


                                                     Signature

                                                 By: STEVEN BECK

Title:


                                                      Address


                                                 City State Zip Code

                                           SVI SOLUTIONS, INC.

                                                     Signature

By: BARRY M. SCHECHTER
Its: CHIEF EXECUTIVE OFFICER

5607 Palmer Way, Carlsbad, California 92008

                                                         8
                                            NOTICE OF EXERCISE

This constitutes notice under the appended Option Agreement that I elect to purchase the number of shares for
the price set forth below.

                         Number of shares as
                         to which option is
                         exercised:                                 ___________________

                         Certificates to be
                         issued in name of:                         ___________________

                         Total exercise price                      $___________________

                         Cash payment delivered
                         herewith:                                 $___________________




I hereby make the following certifications and representations with respect to the number of shares of Common
Stock of the Company listed above (the "Shares"), which are being acquired by me for my own account upon
exercise of the Option as set forth above:

I warrant and represent to the Company that I have no present intention of distributing or selling the Shares,
except as permitted under the Securities Act of 1933 and any applicable state securities laws.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option
shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting restrictions pursuant to the Company's Articles of Incorporation, Bylaws and/or applicable securities
laws.


                                                      (Name)


                                                       (Date)

                                                         9
EXHIBIT 10.36

                                             ISLAND PACIFIC, INC.

                             CODE OF ETHICS AND BUSINESS CONDUCT
                            FOR EMPLOYEES, OFFICERS AND DIRECTORS

Island Pacific, Inc. and its subsidiaries (collectively, the "Company") are committed to conducting business with
highest integrity and in accordance with applicable laws, rules and regulations. The policies outlined in this Code
are designed to ensure that the Company's employees, officers and directors participate in and foster a culture of
transparency, integrity and honesty in the Company. Each director, officer and employee is required to review
this Code and be aware of the laws that are applicable to the Company's business.

This Code provides rules and procedures to help the Company's employees, officers and directors recognize and
respond to situations that present ethical issues. The Code applies to all of our employees, officers and directors,
wherever they are located and whether they work for the Company on a full or part-time basis. Employees,
officers and directors are expected to read the policies set forth in this Code and understand and comply with
them. Those who violate the standards in this Code will be subject to disciplinary action.

1. COMPLIANCE STANDARDS AND PROCEDURES. We have designated Jeff lambert to be our Ethics
Officer to be available to assist you with questions regarding this Code or report violations of the Code
misconduct. The Ethics officer is responsible for applying these policies to specific situations in which questions
may arise and has the authority to interpret these policies in any particular situation. Any questions relating to how
these policies should be interpreted or applied should be addressed to the Ethics Officer.

Any employee, officer or director who becomes aware of any existing or potential violation of laws, rules,
regulations or this Code is required to notify the Ethics Officer promptly. Failure to do so is itself a violation of
this Code. To encourage employees to report any violations, the Company will not allow retaliation for reports
made in good faith.

It is obviously not possible to anticipate every circumstance or situation which this Code would apply.
Accordingly, this Code cannot, and is not intended to provide answers to every question that might arise.
Nevertheless, the basic principles set forth herein can and should serve as guidance in dealings with shareholders,
fellow employees, business partners, and all others with whom the Company has relationships.

Ultimately the Company must rely on each person's good sense of what is right, including a sense of when it is
proper to seek guidance from others as to the appropriate course of conduct. When determining the proper
course of action, you should carefully analyze the situation and seek guidance from your supervisor or other
appropriate personnel in accordance with the following four steps:

(i) GATHER ALL THE FACTS. Do not take any action that may violate the Code until you have gathered all
the facts that are required to make a well-informed decision and, if necessary, you have consulted with your
supervisor or the Ethics Officer.

(ii) ASK WHETHER THE ACTION IS ILLEGAL OR CONTRARY TO THE CODE. If the action is illegal or
contrary to the provision of this Code, you should not carry out the act. If you believe that the Code has been
violated by

                                                           1
an employee, an officer or a director, you must promptly report the violation in accordance with the procedures
set forth herein.

(iii) DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. It is your supervisor's duty to assist you to
comply with this Code. Feel free to discuss the situation with your supervisor if you have any questions. You will
suffer no retaliation for seeking such guidance.

(iv) IF NECESSARY, SEEK ADDITIONAL RESOURCES. The Ethics Officer is available to speak with you
about problematic situations if you do not feel comfortable approaching your direct supervisor. The Ethics Officer
is also available to assist you in complying with those aspects of the Code that involve more complex issues, such
as insider trading and conflicts of interest.

2. CONFLICTS OF INTEREST. A conflict of interest exists when an employee, officer or director takes action
or enters into relationships that oppose the interests of the Company or that interfere with his or her performance
or independent judgment when carrying out his or her duties. You may not exploit your position or relationship
with the Company for personal gain. Conflicts of interests are prohibited as a matter of corporate policy unless
they have been approved by the Company in accordance with applicable law. Employees, officers and directors
shall take every reasonable step to promptly disclose to a supervisor or the Ethics Officer any business or
financial interest or relationship of any employee, officer or director that might interfere with their ability to pursue
the best interests of the Company. For example, there is a likely conflict of interest if you:

(a) Cause the Company to engage in business transactions with relatives or friends;

(b) Use nonpublic Company, customer or vendor information for personal gain by you, relatives or friends
(including securities transactions based on such information);

(c) Have more than a modest financial interest in the Company's vendors, customers or competitors (see below
for guidelines);

(d) Receive a loan, or guarantee of any obligation, from the Company or a third party as a result of your position
at the Company;

(e) Receive any payments or gifts, other than gifts of nominal value, from any third party as a result of your
position with the Company; or

(f) Compete, or prepare to compete, with the Company while still employed by the Company.

Employees, officers and directors must understand the potential for conflicts of interest in investing in the
Company's vendors, customers, partners or competitors. The Company's employees, officers and directors must
always serve the Company's stockholders first, and investing in companies with which the Company does
business may not be in our stockholders' best interests. The following guidelines apply with respect to such
investments:

PUBLIC COMPANIES: Passive investments of less than one percent (1%) of the outstanding shares of
companies that are listed on a U.S. or international stock exchange or quoted on Nasdaq, are permitted without

                                                            2
the Company's approval, provided that the investment is not so large financially in either absolute dollars or
percentage of the individual's total investment portfolio as to create the appearance of a conflict of interest.
Investments that are not within these limits must be approved by the Audit Committee of the Board of Directors,
but in such cases approval will likely not be granted. No investment may involve any confidential inside or
proprietary information, such as information that may have been learned about the other company as a result of
the Company's relationship with the other company.

PRIVATE COMPANIES: Any investment in the Company's vendors, partners, customers or competitors that
are privately held requires disclosure to the Ethics Officer. If the employee, officer or director either directly or
through the chain of authority at the Company has responsibility to affect or implement the Company's
relationship with another company, review and approval of their investment by the Audit Committee is required,
but in such cases approval will likely not be granted.

There are other situations in which a conflict of interest may arise. If you have concerns about any situation,
follow the steps outlined in the Section entitled "Reporting Violations."

Engaging in any conduct that represents a conflict of interest is strictly prohibited.

3. GIFTS, BRIBES AND KICKBACKS. Other than modest gifts given or received in the normal course of
business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from,
the Company's customers or vendors. Other gifts may be given or accepted only with prior approval of your
supervisor or the Company's management and in no event should you put the Company or yourself in a position
that would be embarrassing if information about the gift was made public.

When dealing with public officials, employees and directors must avoid any activity that is or appears illegal or
unethical. Many federal, state and local governmental bodies strictly prohibit the receipt of any gratuities by their
employees, including meals, transportation, lodging and entertainment. You must be aware of and strictly follow
these prohibitions.

Any employee or director who pays or receives bribes or kickbacks will be immediately terminated and reported
as warranted, to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain
favorable treatment, including a bribe to guarantee that the Company will use the services of a particular vendor
when such use is not advantageous to the Company.

In addition, the U.S. Foreign Corrupt Practices Act ("FCPA") prohibits giving anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates to obtain or retain business. This
prohibition also extends to payments to sales representatives or agents if there is reason to believe that the
payment will be used indirectly for a prohibited payment to a foreign official. Violation of the FCPA can result in
severe fines and criminal penalties, as well as disciplinary actions by the Company, up to and including termination
of employment.

Certain small facilitation payments to foreign officials may be permissible under the FCPA if customary in the
country or locality and intended to secure routine government action. Governmental Action is "routine" if it is
ordinarily and commonly performed by a foreign official and does not involve the exercise of discretion. For
instance, routine functions would include setting up a

                                                           3
telephone line or expediting a shipment through customs. To ensure legal compliance, before making any
facilitation payments you should consult with the Ethics Officer.

4. PROTECTION AND PROPER USE OF COMPANY ASSETS. Every employee must safeguard company
assets from loss or theft, and ensure their efficient use. All company assets should be used only for legitimate
business purposes. Company assets includes confidential information, intellectual property, computers, office
equipment and supplies. You must appropriately secure all company assets within your control to prevent theft,
damage or unauthorized use. Employees may make limited non-business use of the company's electronic
communications systems, provided that such use (i) is occasional (ii) does not interfere with the employee's
professional responsibilities (iii) does not diminish productivity, and (iv) does not violate this code or the
company's electronic communications system policy then in effect.

5. CONFIDENTIALITY. In carrying out the company's business, employees, officers and directors often learn
confidential or proprietary information about the company, its customers, vendors or joint venture parties. You
may not use or reveal company, customer or vendor confidential or proprietary information to others, except
when disclosure is authorized or legally mandated. Additionally, you must take appropriate steps, including
without limitation, securing documents, limiting access to computers and electronic media, and proper disposal
methods, to prevent unauthorized access to such information. Proprietary and/or confidential information, among
other things, includes:
business methods; sales, pricing and marketing data; strategy; computer code; information regarding the
company's intellectual property, including its technology and products; screens; forms; experimental research; and
information about, or received from, the company's current, former and prospective customers, vendors and
employees.

6. GATHERING COMPETITIVE INFORMATION. You may not accept, use or disclose the confidential
information of our competitors. When you obtain competitive information, you must not violate our competitors'
rights. Particular care must be taken when dealing with competitors' customers, ex-customers and ex-employees.
Never ask for a competitor's confidential or proprietary information. Never ask a person to violate a non-
competition or non-disclosure agreement. If you are uncertain, the Ethics Officer can assist you.

7. FAIR DEALING. Each employee and director shall endeavor to deal fairly with the Company's shareholders,
customers, suppliers, competitors and employees. No Company employee, director or officer should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice.

8. FAIR COMPETITION AND ANTITRUST LAWS. The Company must comply with all applicable fair
competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and
prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action
raises unfair competition or antitrust issues, the Ethics Officer can assist you.

                                                        4
9. SECURITIES LAWS AND INSIDER TRADING. It is usually illegal to buy or sell securities using material
information not available to the public. Persons who give such undisclosed "inside" information to others may be
as liable as persons who trade securities while possessing such information. Securities laws may be violated if
you, or any relatives or friends trade in securities of the Company, or any of its customers or vendors, while
possessing inside information or unpublished knowledge. If you are uncertain about the legality of a particular
trade, you should consult with the Ethics Officer before making any such purchase or sale.

10. RETENTION OF BOOKS AND RECORDS. The company business records must be maintained for the
periods specified in the company's record retention policy or any more specific policies of your business unit.
Records may be destroyed only at the expiration of the pertinent period. In no case may documents related to a
pending or threatened litigation, government inquiry or under subpoena or other information request, be altered,
discarded or destroyed, regardless of the periods specified in the record retention policy. In addition, you may
never destroy, alter, or conceal, with an improper purpose, any record or otherwise impede any official
proceeding, either personally, in conjunction with, or by attempting to influence, another person.

11. RECORDKEEPING. The Company requires honest and accurate recording and reporting of information in
order make responsible business decisions. This requires that no fund, asset, liability, revenue or expense be
concealed or incompletely recorded for any purpose. All entries must be supported by documentation adequate
to permit the books and records to be verified by audit. Proper accounting requires not only careful compliance
by the Company's internal auditors, but also the cooperation of all employees who are involved in keeping
financial records of any type.

Full, fair, accurate, timely and understandable disclosures in the Company's periodic reports to the public and to
governmental authorities are legally required and are essential to the success of our business. All filings with the
SEC must be fair, accurate and timely. You should exercise the highest standard of care in contributing to or
preparing such reports in accordance with the following guidelines:

(a) All the Company accounting records, as well as reports produced from those records, must be in accordance
with the laws of each applicable jurisdiction.

(b) All records must fairly and accurately reflect the transactions or occurrences to which they relate.

(c) All records must fairly and accurately reflect, in reasonable detail, the Company's assets, liabilities, revenues
and expenses.

(d) The Company's accounting records must not contain any false or intentionally misleading entries.

(e) No transactions should be intentionally misclassified as to accounts, departments or accounting periods.

                                                           5
(f) All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper
account and in the proper accounting period.

(g) No information should be concealed from the internal auditors or the independent auditors, who shall have
unrestricted access to all documents and records.

(h) Compliance with the Company's system of internal accounting controls is required.

If you have knowledge of any unreported or improperly reported financial activity you must report the information
to your supervisor, the Ethics Officer or the Audit Committee.

12. REPORTING VIOLATIONS. Employees are encouraged to talk to supervisors or the Ethics Officer when
in doubt as to the best course of action in a particular situation or about any observed illegal or unethical
behavior, any violations of this Code. Your conduct can reinforce an ethical atmosphere and positively influence
the conduct of your fellow employees. If you are powerless to stop suspected misconduct or if you discover it
after it has occurred, you must report it to the appropriate level of management at your location. Misconduct
cannot be excused because it was directed or requested by another. In this regard, you are expected to alert
management whenever an illegal, dishonest or unethical act is discovered or suspected. Management is required
to report to the Audit Committee any such reports made to it by any employee.

If you are still concerned after speaking with your local management or feel uncomfortable speaking with them for
whatever reason, you must (anonymously if you wish) either contact the Ethics Officer by speaking with him or
sending a detailed note, with relevant documents, to the Ethics Officer delivered to the Company's address at
19800 MacArthur Boulevard, Suite 1200, Irvine, California 92612, or you may directly contact the Audit
Committee of the Company's Board of Directors by sending a detailed note, with relevant documents, to: Audit
Committee Compliance Matters, c/o Island Pacific, Inc., 19800 MacArthur Boulevard, Suite 1200, Irvine,
California 92612 or by e-mail to:
auditcommittee@islandpacific.com. If you choose to remain anonymous and make an anonymous report, you
should create and preserve your own record of this report in order to be able to demonstrate your compliance
with the requirement of reporting violations. Reports made to the Ethics Officer will be reported to the Audit
Committee.

Your calls, detailed notes and/or e-mails will be dealt with confidentially, although there may be a point where
your identity may become known or have to be revealed in the course of an investigation or to take corrective
action. You have the commitment of the Company and of the Audit Committee of the Company's Board of
Directors, which is composed of independent directors, that you will be protected from retaliation for your good
faith actions. Any employee who attempts to or encourages others to retaliate against an individual who has
reported a violation will be subject to disciplinary action.

13. WAIVERS. The Company expects you to comply with the provisions of this Code. Any waiver of this Code
for executive officers or directors may be made only by the Board of Directors and will be promptly disclosed to
the public as required by law and the rules of the American Stock Exchange. When necessary, a waiver will be
accompanied by appropriate controls designed to protect the Company.

                                                        6
EXHIBIT 21

                       ISLAND PACIFIC, INC.

                       LIST OF SUBSIDIARIES

             Name                      State of Incorporation
             ----                      ----------------------

             SVI Retail, Inc.                Delaware

             Sabica Ventures, Inc.           California

             Page Digital Incorporated       Delaware

             IPI Merger Sub, Inc.            Delaware

             IPI Merger Sub II, Inc.         Delaware
EXHIBIT 23.1

                               INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in Registration Statement Nos. 333-108747, 333-94871, and
333-64503 of Island Pacific, Inc. and subsidiaries on Form S-8 and Registration Statement No. 333-43626 on
Form S-3 of our report, dated June 11, 2004, appearing in this Annual Report on Form 10-K of Island Pacific,
Inc. and subsidiaries for the year ended March 31, 2004.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, CA
June 11, 2004
EXHIBIT 31.1

                                         FORM 10-K CERTIFICATIONS

I, Michael Silverman, Chairman of the Board of Island Pacific, Inc. certify that:

1. I have reviewed this annual report on Form 10-K of Island Pacific, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting; and

6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies
and material weaknesses.

            Date: June 29, 2004                                                    /S/ MICHAEL SILVERMAN
                                                                                   ---------------------
                                                                                   Michael Silverman
Chairman of the Board
EXHIBIT 31.2

                                         FORM 10-K CERTIFICATIONS

I, Ran Furman, Chief Financial Officer of Island Pacific, Inc. certify that:

1. I have reviewed this annual report on Form 10-K of Island Pacific, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting; and

6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies
and material weaknesses.

          Date:    June 29, 2004                                               /S/ RAN FURMAN
                                                                               --------------------------
                                                                               Ran Furman
Chief Financial Officer
EXHIBIT 32.1

Certifications of Principal Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purposes of complying with 18 U.S.C. ss.1350, we, Michael Silverman, Chairman of the Board,
and Ran Furman, Chief Financial Officer of Island Pacific, Inc. (the "Registrant"), hereby certify, based upon each
of our respective knowledge:

(1) the Annual Report on Form 10-K of the Registrant, to which this certification is attached as an exhibit (the
"Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Registrant.

          Date:    June 29, 2004                                         /S/ MICHAEL SILVERMAN
                                                                         -----------------------------
                                                                         Michael Silverman
                                                                         Chairman of the Board


                                                                         /S/ RAN FURMAN
                                                                         -----------------------------
                                                                         Ran Furman
                                                                         Chief Financial Officer




This certificate accompanies this annual report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 and will not be deemed "filed" by the Registrant for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended. This certificate will not be deemed to be incorporated by reference into any
filing, except to the extent that the Registrant specifically incorporates it by reference.