SVI HOLDINGS, INC.
                          COMMON STOCK OPTION AGREEMENT
                                 (NON-QUALIFIED)


         This Agreement is made as of May 24, 1999, by and between SVI Holdings,
Inc., a Nevada corporation ("Company") and Softline Limited, a South African
company, ("Option Holder").

         It is agreed as follows:

         1.       GRANT OF OPTION. Subject to the terms and conditions contained
                  in this Agreement, the Company hereby grants to the Option
                  Holder, as of the date of this Agreement, the right to
                  purchase common stock in the maximum amount of 10,000 shares
                  from time to time during the term of the Option at the price
                  of $11.75 per common share.

         2.       OPTION TERM. This Option shall have a term of two (2) years
                  measured from May 24, 1999.

         3.       OPTION NON-TRANSFERABLE; EXCEPTION. This Option is not
                  transferable or assignable by the Option Holder to an outside
                  third party without the written consent of all parties.

         4.       DATES OF EXERCISE. Option Holder may, within the specified
                  term of this Option and pursuant to the provisions of this
                  Agreement, purchase all or any part of the option shares at
                  any time on or before the expiration date.

         5.       ADJUSTMENT TO OPTION SHARES. In the event any change is made
                  to the common stock issuable by reason of stock split, stock
                  dividend, combination of shares, or other change affecting the
                  outstanding common stock as a class without receipt of
                  consideration, then appropriate adjustments will be made to
                  reflect such change and preclude any dilution or expansion of
                  benefits hereunder.

         6.       SPECIAL TERMS OF OPTION.

                  (a)      In the event of any of the following Corporate
                           transactions:

                           (i)      a merger or consolidation in which the
                                    Company is not the surviving entity, except
                                    for a transaction with the principal purpose
                                    of changing the Company's state of
                                    incorporation,

                           (ii)     the sale, transfer or other disposition of
                                    all or substantially all of the assets of
                                    the Company,

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                           (iii)    any reverse merger in which the Company is
                                    the surviving entity but in which 50% or
                                    more of the Company's voting stock is
                                    transferred to holders different from those
                                    who held the stock immediately prior to such
                                    merger.

                           Then this Option, to the extent not previously
exercised, shall be expressly assumed by the successor Company or parent company
thereof.

                  (b)      The Agreement shall not in any way affect the right
                           of the Company to adjust, reclassify, reorganize or
                           otherwise make changes in its capital or business
                           structure or to merge, consolidate, dissolve,
                           liquidate or sell or transfer all or any part of its
                           business or assets.

         7.       PRIVILEGE OF OPTION OWNERSHIP. The h older of this Option
                  shall not have any of the rights of a stockholder with respect
                  to the Option shares until such holder shall have exercised
                  the Option and paid the Option price set out herein.

         8.       MANNER OF EXERCISING OPTION.

                  (a)      In order to exercise this Option with respect to all
                           or any number of the tendered shares, Option Holder
                           must take the following actions:

                           (i)      Execute and deliver to the Secretary of the
                                    Company a notice of exercise in written form
                                    with full payment for the aggregate Option
                                    price for the purchased shares and any
                                    applicable taxes or fees in cash, cash
                                    equivalents or a form of compensation agreed
                                    to by the parties to the Option. The written
                                    request must also include the original,
                                    fully executed Common Stock Option
                                    Agreement.

                  (b)      This Option shall be deemed to have been exercised
                           with respect to the number of Option shares specified
                           by the holder of the Option in the written notice of
                           exercise at such time as the notice of exercise and
                           payment for the shares being exercised are received
                           by the Company. As soon as possible thereafter, the
                           Company shall deliver or mail to the Option Holder a
                           certificate or certificates representing the shares
                           so purchased with any appropriate legends attached
                           thereto.

                  (c)      In no event may this Option be exercised for any
                           fractional shares.

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         9.       COMPLIANCE WITH LAWS AND REGULATIONS.

                  (a)      The exercise of this option and the issuance of
                           Option shares upon such exercise shall be subject to
                           compliance by the Company and the Option Holder with
                           all applicable requirements of law relating thereto
                           and with all applicable regulations of any stock
                           exchange on which the shares of the Company's common
                           stock may be listed at the time of such exercise or
                           issuance.

                  (b)      In connection with the exercise of this Option,
                           holder shall execute and deliver to the Company, such
                           representations in writing as may be requested by the
                           Company in order for it to comply with the applicable
                           requirements of federal and state securities laws.

         10.      SUCCESSORS AND ASSIGNS. Except to the extent otherwise
                  provided in Paragraph 3, the provisions of this Agreement
                  shall inure to the benefit of, and be binding upon, the
                  successors, administrators, heirs, legal representatives and
                  assigns of Option Holder and the successors and assigns of the
                  Company.
         11.      LIABILITY OF COMPANY. The inability of the Company to obtain
                  approval from any regulatory body having authority deemed by
                  the Company to be necessary to the lawful issuance and sale of
                  any common stock pursuant to this Option shall relieve the
                  Company of any liability with respect to the non-issuance or
                  sale of the common stock as to which such approval shall not
                  have been obtained. The Company, however, shall use its best
                  efforts to obtain all such approvals.

         12.      STATED RESTRICTIONS - COMMON STOCK. All common stock shares
                  issued under this Option will carry a restriction that the
                  shares be held by the holder for a period not less than one
                  year pursuant to Rules 144 and 145 under the Securities Act of
                  1933. (Release No. 33-7390, February 20, 1997.)

         13.      NOTICES. Any notice required to be given or delivered to the
                  Company under the terms of this Agreement shall be in writing
                  and addressed to the Company in care of its Secretary at its
                  corporate offices. Any notice required to be given or
                  delivered to the holder of this Option shall be in writing and
                  delivered to the holder at the address included in this
                  Agreement. All written notices shall be deemed to have been
                  delivered upon personal delivery or deposit in the U.S. mail,
                  postage prepaid and properly addressed to the party to be
                  notified.

         14.      GOVERNING LAW The interpretation, performance and enforcement
                  of this Agreement shall be governed by the laws of the state
                  of California without regard to principles governing conflicts
                  of law.

         15.      COUNTERPARTS. This Agreement may not be executed in
                  counterparts. There will be only one fully executed original
                  which must be surrendered concurrent with any exercise of the
                  Option as defined in Paragraph 8(a)(i) herein.

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         16.      SPECIAL COVENANT. The granted option herein is not intended to
                  be an incentive option within the meaning of section 422A of
                  the Internal Revenue Code.


                                     COMPANY:

                                     SVI HOLDINGS, INC., a Nevada corporation



                                     By:  /S/ Barry M. Schechter
                                          --------------------------------------
                                              Barry M. Schechter
                                              Chief Executive Officer


                                     OPTION HOLDER:

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