SOFTWARE SALE AND USE AGREEMENT

         This agreement is entered into by and between Divergent Technologies
(Pty) Limited, (ACN 003 908 325), ("Seller") and Resource Control Management
Ltd. ("Buyer"). The effective date of this agreement is September 18, 1999.

         Seller agrees to sell and Buyer agrees to purchase the defined software
on a non-exclusive basis under the terms and conditions set forth herein.

         The defined software is the "dolfin" Retain Management Systems, version
1, with object code written in "magic" ("RADT"). This version is multi-platform
and does operate, in its current configuration, on AS/400, Unix, and Windows
environments only. This sale includes the core-code without supplemental
modification only or point of sale interface.

         Seller has provided Buyer an evaluation coy of the software as of July
31, 1999. Buyer has completed a 45 day evaluation period and agrees that the
software, as provided, is suitable for their development only purposes. The
parties agree that the software, as provided, is not and will not be a fully
functional retail management system and will not function without further
expansion and modification. Seller further states that the software being sold
is not currently being used by any of Seller's existing clients.

         The consideration for this ale will be A$5,525,700 and will be due and
payable as defined herein. The parties agree that the sum will be non-refundable
upon receipt of payment. Divergent makes, implies or expresses no warranties
regarding the suitability or adequacy of the software. Divergent will not
provide technical support or services for the software.

         The parties agree to the following specific restrictions on the use of
the software:

         The software will be used by the Buyer as a rapid development tool for
the creation of a retail management system to be separately marketed and
branded.

         The trademark name "dolfin," the name Divergent Technologies, SVI
Systems, Inc., SVI Retail, Inc., Softline Limited or any affiliate thereof may
not be used in any way in the development or future marketing of the
contemplated retail management system.

         Upon completion of their retail system development, the Buyer agrees to
limit any use, sale or licensing of their retail management system to the
following specific areas on a non-exclusive basis:

                  1.       Africa (the continent)
                  2.       United Kingdom
                  3.       Scotland
                  4.       Ireland
                  5.       Norway
<PAGE>

         Payment Schedule: Buyer agrees to pay to seller the sum of A$5,525,700
on the dates and in the sums as follows:

                  On date of Agreement               A$2,762,850
                  31 December 1999                   A$2,762,850

                  Total of payments                  A$5,525,700

         Any payment not received by the Seller in a timely manner will bear 8%
annum interest from the day following the due date.

         All correspondence between the parties will be handled as follows:

                 Seller:

                 Divergent Technologies (Pty) Ltd.
                 Level 1, 35 Spring Street
                 Bondi Junction
                 Sydney, NSW 2022
                 Australia
                 Phone:    011-61-29-389-3555
                 Fax:      011-61-29-387-7110
                 Contact:  Shaun Rosen, MD - Retail Operations

                 Buyer:

                 Resource Control Management Limited (UK)
                 Docklands Business Centre
                 10-16 Tiller Road
                 London, F14 8PX
                 United Kingdom
                 Phone:    011-44-01-71-531-0388
                 Fax:      011-44-01-71-531-0383
                 Contact:  Gabriel Scallon, Managing Director

         Signed this date:  September 16, 1999

         Seller:                                              Buyer:

/s/ Barry Schechter                          /s/ Gabriel Scallon
------------------------------------        ------------------------------------
Barry Schechter                                      Gabriel Scallon
Chairman of the Board                                Managing Director


                                       2
<PAGE>


                                [SVI LETTERHEAD]


January 18, 2000                                     Fax: 011-44-01-71-53l-0383

Mr. Gabriel Scallon
Managing Director
Resource Control Management, Ltd. (UK)
Dooklands Business Centre
10-16 Tiller Road
London, F14 8PX
United Kingdom

Re:  Overdue Payments/Software Sale

Dear Gabriel:

I am very disappointed with the delays in our agreed payment schedule. I
appreciate that you have kept Shaun and I informed of our financing status,
however, the delay is causing the Company undue hardship.

Per our most recent conversation, SVI will waive the accrued interest provisions
of our agreement dated September 18, 1999 provided you make the following
payments as specified below in a timely manner:

o        On or before May 1, 2000 the sum of A$3,070,000 or US$2,000,000
o        On or before August 31, 2000 the balance of A$2,455,700 or US$1,600,000

Gabriel, there can be no further delays. These payments must be made in timely
manner.


Regards,

/s/ Barry Schechter

Barry Schechter
Chief Executive Officer


12707 High Bluff Drive, Suite 355
San Diego, CA  92130
858-431-0103 oFAX 858-481-9703



<PAGE>




                                [SVI LETTERHEAD]

May 10, 2000

Mr. Gabriel Scallon
Managing Director
Resource Control Management Limited (UK)
Docklands Business Centre
10-18 Tiller Road
London, F14 8PX
United Kingdom

Re:      Proposed amendments to our Software Sale and Use Agreement, dated
         September 16, 1999

Dear Gabriel:

         To clarify the intent of the parties to the agreement, I ask that you
agree with me to the following specific changes in the language of the Contract:

         Page 1, Paragraph 4, the last sentence will be stricken in its entirety
and replaced with the following language:

         "Seller further states that the software being sold is software that
         continues to be marketed regularly to new and existing clients of the
         seller."

         Page 1, Paragraph 5, the second sentence will be stricken in its
entirety and replaced with the following language:

         "The parties agree that the sum stated herein is non-refundable as of
         September 16, 1999, the effective date of this agreement."

         Gabriel, we are in the late states of our annual audit and request that
you review the above changes, sign below indicating your acceptance of the
amended language and fax a copy back to my attention at (858) 481-0353 as soon
as possible. Please also mail the original signature copy to my attention at our
address below.

Regards,

/s/ Barry M. Schechter

Barry M. Schechter                   I agree with the amended language as
Chief Executive Officer              proposed herein.


                                     /s/ Gabriel Scallon       10/05/00
                                     ------------------------------------
                                     Gabriel Scallon             Date
                                     Managing Director
                                     Resource Control Management Limited (UK)


   12707 High Bluff Drive, Suite 336 - San Diego, CA 92130 - (858) 481-0103 -
                               Fax (858) 481-9703