TERM LOAN NOTE


$4,750,000                                                         July 13, 2000
                                                           San Diego, California


         FOR VALUE RECEIVED, the undersigned promises to pay to the order of
UNION BANK OF CALIFORNIA, N.A. (the "Lender") the principal amount of Four
Million Seven Hundred Fifty Thousand Dollars ($4,750,000), payable as
hereinafter set forth. The undersigned promises to pay interest on the principal
amount hereof remaining unpaid from time to time from the date hereof until the
date of payment in full, payable as hereinafter set forth.

         Reference is made to the Term Loan Agreement, dated as of June 3, 1999,
by and between the undersigned, as Borrower, and the Lender, as Lender (as
amended, extended, renewed, supplemented or otherwise modified from time to
time, the "Loan Agreement"). Terms defined in the Loan Agreement and not
otherwise defined herein are used herein with the respective meanings given
those terms in the Loan Agreement. This Term Loan Note (this "Note") is the "New
Term Loan Note" referred to in the Loan Agreement, and the holder hereof is
entitled to all of the rights, remedies, benefits and privileges provided for in
the Loan Agreement as originally executed or as it may from time to time be
supplemented, modified or amended. The Loan Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events upon the terms and conditions therein specified.

         The principal indebtedness evidenced by this Note shall be payable as
follows:

                  (a) the undersigned shall make eight (8) equal consecutive
monthly payments of $200,000 each, commencing on August 1, 2000 and continuing
through and including March 1, 2001; and

                  (b) the undersigned shall pay the entire remaining unpaid
principal balance of the Loans evidenced hereby, and all accrued and unpaid
interest thereon, on the Term Loan Maturity Date.

         Interest shall be payable on the outstanding daily unpaid principal
amount of the Loans evidenced hereby from the date thereof until payment in full
and shall accrue and be payable at a rate per annum equal to the sum of (i) the
Alternate Base Rate and (ii) the Applicable Alternate Base Rate Margin on each
Monthly Payment Date both before and after default and before and after maturity
and judgment, with interest on overdue principal and interest to bear interest
at the rate set forth in SECTION 3.7 of the Loan Agreement, to the fullest
extent permitted by applicable Law.

<PAGE>

         Each payment hereunder shall be made to Lender at Lender's Office in
immediately available funds not later than 11:00 a.m. (California time) on the
day of payment (which must be a Banking Day). All payments received after 11:00
a.m. (California time) on any particular Banking Day shall be deemed received on
the next succeeding Banking Day. All payments shall be made in lawful money of
the United States of America.

         Lender shall use its best efforts to keep a record of payments of
principal and interest received by it with respect to this Note, and such record
shall be presumptive evidence of the amounts owing under this Note.

         The undersigned hereby promises to pay all costs and expenses of any
rightful holder hereof incurred in collecting the undersigned's obligations
hereunder or in enforcing or attempting to enforce any of such holder's rights
hereunder, including reasonable attorneys' fees and disbursements, whether or
not an action is filed in connection therewith.

         The undersigned hereby waives presentment, demand for payment,
dishonor, notice of dishonor, protest, notice of protest and any other notice or
formality, to the fullest extent permitted by applicable Laws.

         THIS NOTE SHALL BE DELIVERED TO AND ACCEPTED BY LENDER IN THE STATE OF
CALIFORNIA, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LOCAL LAWS THEREOF.

         This Note amends, restates, replaces and supercedes each of the
following promissory notes previously issued by the undersigned to the order of
Lender: (i) the Term Loan A Note; (ii) the Term Loan B Note; and (iii) that
certain Commercial Promissory Note dated June 7, 2000 in the original principal
amount of $14,750,000.

                              SVI HOLDINGS, INC.,
                              a Nevada corporation


                              By:  /S/ David L. Reese
                                 -----------------------------------------------
                                       David L. Reese
                                       Chief Financial Officer


                                      -2-
<PAGE>

                              SCHEDULE OF PAYMENTS


   Date          Interest         Amount of          Unpaid            Notation
                 Payment          Principal         Principal          Made by
                                   Paid             Balance
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                      -3-