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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

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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

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         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

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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.

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         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.

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                  (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.

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