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                                                                    EXHIBIT 10.3

1.       DEFINITIONS

For the purpose of this Agreement unless the context indicates otherwise -

         1.1      "this Agreement" means this Sale of Shares agreement;

         1.2      "the Closing Date" means 01 March 1996, or the date upon which
                  the entire purchase price has been paid, whichever is the
                  earlier;

         1.3      "Softline Management" means Steven Mark Cohen, Ivan Michael
                  Epstein and Alan Anthony Osrin;

         1.4      "the Company" means Soft Line Business Systems (Proprietary)
                  Limited, Registration No. 70/11870/07;

         1.5      the effective date means 1 March 1996;

         1.6      "Persetel" means Persetel Holdings Limited and its
                  subsidiaries from time to time;

         1.7      "the Purchaser" means SVI Holdings, Inc. Federal Employers
                  Identification Number 84-1131608

         1.8      "the Seller" means "Softline Management"

         1.9      "the Persetel Agreement" means the Sale of Shares Agreement
                  between Persetel Investments (Proprietary) Limited and 
                  Persetel Trading (Proprietary) Limited and Steven Mark Cohen,
                  Ivan Michael Epstein and Alan Anthony Osrin;

         1.10     "the Sale Shares" means all the shares in the issued share 
                  capital of the Company.

2.       PREAMBLE

The parties record that -

         2.1      the authorised share capital of the Company is R1 000,00 (one
                  thousand rand) divided into 10 000 ten thousand) ordinary
                  shares of 10c (ten cents) each;

         2.2      the issued share capital of the Company is R100,00 (one
                  hundred rand) divided into 1 000 (one thousand) ordinary
                  shares of 10c (ten cents) each, which shares are held as
                  follows -

                      2.2.1 Persetel Investments - 850 (eight hundred and fifty)
                  ordinary shares of 10c (ten cents) each, being 85% (eighty
                  five per centum) of the shares in the issued share capital of
                  the Company;

                      2.2.2 Cohen - 50 (fifty) ordinary shares of 10c (ten
                  cents) each, being 5% (five per centum) of the shares in the
                  issued share capital of the Company;

                      2.2.3 Epstein - 50 (fifty) ordinary shares of 10c (ten
                  cents) each, being 5% (five per centum) of the shares in the
                  issued share capital of the Company;

                      2.2.4 Osrin - 50 (fifty) ordinary shares of 10c (ten
                  cents) each, being 5% (five per centum) of the shares in the
                  issued share capital of the Company;

         2.3      Seller has entered into an agreement for the purchase of  850
                  (eighty hundred and fifty) ordinary shares of 10c (ten cents)


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                  each, being 85% (eighty five per centum) of the shares in the
                  issued share capital of the Company from Persetel,

         2.4      Seller has decided to sell 100% of the shares in the issued
                  share capital of the Company to the Purchaser subsequent to
                  the closing of the Persetel Agreement.

         2.5      whereas it is the intent of the Seller to enter into the
                  Persetel Agreement in order to facilitate the sale of Softline
                  to the Purchaser, the Persetel Agreement forms an integral and
                  unseverable part of this agreement, and the Purchaser accepts
                  the obligations and conditions of the Persetel agreement as if
                  it is the obligation of the Purchaser,

and the parties are entering into this Agreement to give effect thereto.

3.       SALE PURCHASE PRICE AND PAYMENT

         3.1      Softline Management hereby sells to the Purchasers, who hereby
                  purchase, the Sale Shares, with effect from the Effective
                  Date, on the terms and subject to the conditions set out in
                  this agreement.

         3.2      The purchase price to be paid by the Purchasers to Softline
                  Management in respect of the Sale Shares, shall be R7 500
                  000,00 (seven million five hundred thousand rand).

         3.4      The purchase price referred to in Clause 3.2 above shall be
                  paid by the purchasers to Softline Management by means of wire
                  transfer on or before 28 February 1996

4.       CLOSING

         On the Closing Date representatives of the parties shall meet at 14H00
         at the offices of Softline Business Systems (Proprietary) Limited at 14
         Commerce Crescent, Eastgate Ext. 4, Sandton, 2196 and at that meeting
         the Seller will deliver to a representative of the Purchaser share
         certificates in respect of the Sale Shares with duly signed share
         transfer forms in order to enable the Sale Shares to be registered in
         the name of the Purchasers or their nominee(s)

5.       RISK AND BENEFIT

         All the risk and benefit in the Sale Shares shall be deemed to have
         passed from Softline Management to the Purchaser on the Effective Date.

6.       THE PERSETEL AGREEMENT

Whereas the Persetel Agreement is expressly a part of this agreement -

         6.1      save for where specifically excluded by this agreement, the
                  Purchaser accepts the obligations of the Persetel Agreement as
                  if it is an obligation of the Purchaser,

         6.2      Purchaser indemnifies Seller for liability incurred by Seller
                  to a third party as a consequence of breach of this agreement
                  by Purchaser,

         6.3      Seller undertakes to apply their best efforts in protecting
                  the interests of Purchaser in any claim against Purchaser
                  resulting from this agreement or the Persetel Agreement.

7.       BREACH

         7.1      Should either party commit a breach of this Agreement and fail
                  to


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                  remedy that breach within 7 (seven) days after receipt from
                  the other party of written notice calling upon it so to do,
                  then the party aggrieved by that breach shall be entitled, in
                  addition to and without prejudice to any right it may have as
                  a result of that breach, to enforce the performance of the
                  terms hereof.

         7.2      The parties remedies under Clause 7.1 shall not be exhaustive
                  and shall be in addition and without prejudice to any other
                  remedies they may have whether for damages or otherwise.

8.       JURISDICTION

         The parties hereby consent and submit to the jurisdiction of the
         Witwatersrand Local Division of the Supreme Court of the Republic of
         South Africa for the purpose of all or any legal proceedings arising
         from or concerning this Agreement

9.       DOMICILIUM AND NOTICES

         9.1      Each party chooses the address set out below as the address at
                  which all notices and other communications must be delivered
                  for the purposes of this Agreement -

         9.1.1    Softline Management at 14 Commerce Crescent, Eastgate 
                  Extension 13, Sandton, 2196, or Telefax No. (27) (11) 445-9004
                  and marked "For the Attention of Mr Ivan Epstein",

         9.1.2    SVI Holdings, Inc. at 9364 Cabot Drive, Suite B, San Diego, CA
                  92126, or Telefax No. (91)(619) 693-4344 and marked "For the
                  Attention of Mr Barry Schechter".

     9.2 Any notice or communication required or permitted to be given in terms
         of this Agreement shall be valid and effective only if in writing but
         it shall be competent to give notice by telefax, provided that the
         telefax in question has been confirmed by an acknowledgement of
         competent transmission generated by the telefax machine used for the
         transmission in question.

     9.3          Any notice to a party contained in a correctly addressed
                  envelope and -

         9.3.1    sent by prepaid registered post or courier service to it at
                  its chosen address; or

         9.3.2    delivered by hand to a responsible person during ordinary
                  business hours at its chosen address,

     shall be deemed to have been received on the day of delivery.

     9.4 Any notice sent by telefax to a party at its telefax number shall be
         deemed (unless the contrary is proved) to have been received -

         9.4.1    if it is transmitted during normal business hours, within 2
                  (two) hours of transmission;

         9.4.2    if it is transmitted outside normal business hours, within 2
                  (two) hours of the commencement of normal business hours on
                  the first business day after it is transmitted.

     9.5 Each party chooses the physical address set out opposite its name in
         Clause 9.1 as the address at which legal process must be delivered for
         the purposes of this agreement.

     9.6          The parties shall be entitled at any time to change their


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         addresses for the purposes of Clause 9.5 to any other address by giving
         written notice to that effect to the other.

10.      GENERAL

     10.1  Any latitude or extension of time which may be allowed by any party
           shall not under any circumstances whatsoever act as an estoppel or be
           a waiver of that party's rights hereunder.

     10.2  This agreement constitutes the entire contract between the parties
           and no other conditions, warranties, guarantees and representations
           shall be of any force or effect other than those which are included
           herein.

     10.3         All the transactions and arrangements contemplated in this
           Agreement constitute one indivisible transaction.

11.      INTERPRETATION

     11.1         In this Agreement, unless the context requires otherwise -

         11.1.1            words importing any one gender shall include the
                  other two genders;

         11.1.2            the singular shall include the plural and vice versa;

         11.1.3            a reference to natural persons shall include created
                  entities (corporate and unincorporate) and vice versa.

     11.2  The headings in this Agreement have been inserted for convenience
           only and shall not be used for nor assist or affect its
           interpretation.

12.      COSTS

     12.1         Each party shall bear its own costs of and incidental to the
           negotiating, preparing and drawing of this Agreement.

     12.2         The purchasers shall bear the stamp duty payable on the
           registration of transfer of the Sale Shares.

SIGNED AT         Sandton  ON      28 January        1996

                           For: The Softline Management Group

                           By:     /s/ Ivan Epstein
                                   -----------------
                                   Ivan Epstein
                                   who declares that he is authorised to do so

SIGNED AT         Sandton  ON      28 January        1996

                           For: SVI Holdings, Inc.

                           By:     /s/ Barry Schechter
                                   -------------------
                                   Barry Schechter
                                   who declares that he is authorised to do so