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Exhibit 10.15



                                CONVERTIBLE NOTE


         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
         SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE
         TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH
         THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND
         STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

         THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS
         SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN AGREEMENT DATED AS
         OF MAY 29, 2002, BETWEEN SVI SOLUTIONS, INC., A DELAWARE CORPORATION,
         AND TOYS "R" US, INC., A DELAWARE CORPORATION, AS SUCH WARRANT AND
         CONVERTIBLE NOTE PURCHASE AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED
         AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF THE SECURITIES
         REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH
         CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE FORM OF SUCH PURCHASE
         AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE
         OFFICE OF THE AFORESAID CORPORATION. THE HOLDER OF THIS CERTIFICATE, BY
         ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF
         SUCH PURCHASE AGREEMENT.


$1,382,602.00 (original principal amount)                     New York, New York
                                                                    May 29, 2002


                                CONVERTIBLE NOTE
                      TO PURCHASE SHARES OF COMMON STOCK OF
                               SVI SOLUTIONS, INC.



                  FOR VALUE RECEIVED, the undersigned, SVI SOLUTIONS, INC., a
Delaware corporation, (the "COMPANY"), promises to pay to TOYS "R" US, INC.,
(the "PURCHASER"), or its registered assigns, solely by means of the delivery of
shares of the Company's common stock, par value $.0001 per share, (the "COMMON
STOCK"), the aggregate principal amount of one million three hundred eighty two
thousand six hundred and two dollars ($1,382,602.00) (the "FACE Amount"), or
such other amount as shall then equal the outstanding Face Amount hereof, in
accordance with the provisions of this Convertible Note or, solely at the
Company's option in cash, during the period commencing on the date of the
Agreement (the "COMMENCEMENT DATE") and ending at 5:00 p.m., New York City time,
on the Expiration Date (the "CONVERSION PERIOD").

<PAGE>

                  This Convertible Note was issued pursuant to the Purchase
Agreement, dated as of May 29, 2002 (the "AGREEMENT"), between the Company and
Purchaser. The Holder of this Convertible Note consents to all of the terms
contained in the Agreement by acceptance hereof. Each term used herein without
definition shall have the meaning assigned thereto in the Agreement.

                  This Convertible Note shall be a non-recourse
non-interest-bearing note with Purchaser being entitled to receive Convertible
Note Stock as provided herein.

                  The Company may not prepay all or a portion of this
Convertible Note without the consent of the Purchaser.

                  The following events shall be deemed to be an event of default
hereunder (herein individually referred to as an "EVENT OF DEFAULT"):

                  o Any breach by the Company of any material representation,
         warranty, or covenant in this Convertible Note or the Transaction
         Documents provided that any breach of any such representation,
         warranty, or covenant qualified as to materiality shall be deemed to be
         a breach hereof; PROVIDED, that, in the event of any such breach, to
         the extent such breach is susceptible to cure, such breach shall not
         have been cured by the Company or waived within 60 days after written
         notice to the Company of such breach, or

                  o The institution by the Company of proceedings to be
         adjudicated as bankrupt or insolvent, or the consent by it to
         institution of bankruptcy or insolvency proceedings against it or the
         filing by it of a petition or answer or consent seeking reorganization
         or release under the Federal Bankruptcy Act, or any other applicable
         federal or state law, or the consent by it to the filing of any such
         petition or the appointment of a receiver, liquidator, assignee,
         trustee or other similar official of the Company, or of any substantial
         part of its property, or the making by it of a general assignment for
         the benefit of creditors, or the taking of corporate action by the
         Company intended to further any such action; or

                  o If, within sixty (60) days after the commencement of an
         action against the Company (and service of process in connection
         therewith on the Company) seeking any bankruptcy, insolvency,
         reorganization, liquidation, dissolution or similar relief under any
         present or future statute, law or regulation, such action shall not
         have been resolved in favor of the Company or all orders or proceedings
         thereunder affecting the operations or the business of the Company
         stayed, or if the stay of any such order or proceeding shall thereafter
         be set aside, or if, within sixty (60) days after the appointment
         without the consent or acquiescence of the Company of any trustee,
         receiver or liquidator of the Company or of all or any substantial part
         of the properties of the Company, such appointment shall not have been
         vacated; or

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                  o Any declared default of the Company under any Senior
         Indebtedness that gives the holder thereof the right to accelerate such
         Senior Indebtedness; or

                  o Any Breach Occurrence as defined in Section 9.1 of the
         Agreement.

                  As used in this Convertible Note, the term "Senior
Indebtedness" shall mean the principal of and unpaid accrued interest on: (i)
all indebtedness of the Company to banks, commercial finance lenders, insurance
companies or other financial institutions regularly engaged in the business of
lending money, which is for money borrowed by the Company (whether or not
secured), and (ii) any such indebtedness or any debentures, notes or other
evidence of indebtedness issued in exchange for or to refinance such Senior
Indebtedness, or any indebtedness arising from the satisfaction of such Senior
Indebtedness by a guarantor.

                  Upon the occurrence of an Event of Default, Holder's sole
recourse and remedy shall be to receive the shares of Convertible Note Stock
contemplated hereunder, and the Company shall not be obligated to pay any
deficiency or other sums on account of the occurrence of any Event or Default.

                  The Holder of this Convertible Note has the right, at the
Holder's option, at any time during the Conversion Period to convert this
Convertible Note, in whole or in part, into fully paid and nonassessable shares
of Convertible Note Stock. The number of shares of Convertible Note Stock into
which this Convertible Note may be converted shall be determined by dividing the
Face Amount of the Convertible Note by the Conversion Price. Subject to the next
paragraph, the Face Amount of the Convertible Note shall be as follows (for the
avoidance of doubt, the Face Amount of this Convertible Note shown in the table
below shall be reduced by the portion of the Face Amount that is converted by
Purchaser in any partial conversion in accordance with the provisions set forth
herein):

IF DATE OF CONVERSION IS ON OR BEFORE:                       FACE AMOUNT
--------------------------------------                       -----------
May 29, 2002                                                 $221,216
June 26, 2002                                                $276,520
July 29, 2002                                                $331,824
August 28, 2002                                              $387,128
September 27, 2002                                           $442,432
October 31, 2002                                             $497,736
November 30, 2002                                            $553,040
December 31, 2002                                            $608,344
January 31, 2003                                             $663,648
February 28, 2003                                            $718,952
March 31, 2003                                               $774,256
April 30, 2003                                               $829,560
May 31, 2003                                                 $884,864
June 30, 2003                                                $940,168
July 31, 2003                                                $995,472
August 30, 2003                                              $1,050,776
September 30, 2003                                           $1,106,080
October 31, 2003                                             $1,161,384
November 30, 2003                                            $1,216,688
December 31, 2003                                            $1,271,992
January 31, 2004                                             $1,327,296
February 28, 2004                                            $1,382,602

                                       3
<PAGE>

                  If, anytime prior to February 28, 2004, the Purchaser
terminates the Development Agreement pursuant to and in accordance with Section
1.4(a) or 1.4(b) thereof, the Purchaser shall only be entitled to convert the
Face Amount of this Convertible Note for that number of shares of Common Stock
for which this Convertible Note is convertible upon the effective date of such
termination based on the table above. If, anytime prior to February 28, 2004,
the Company terminates the Development Agreement pursuant to and in accordance
with Section 1.3 thereof, the Purchaser may not convert the Face Amount of this
Convertible Note in whole or in part. If, anytime prior to February 28, 2004,
the Purchaser terminates the Development Agreement pursuant to and in accordance
with Section 1.3 thereof, the Face Amount of this Convertible Note shall be
$1,382,602.

                  Before the Holder of the Convertible Note shall be entitled to
convert this Convertible Note into shares of Convertible Note Stock, it shall
surrender this Convertible Note to the Company at its office referred to in
Section 14.7 of the Agreement and deliver written notice in the form of the
Notice of Conversion (or a reasonable facsimile thereof) attached hereto
seventy-five (75) days prior to the date of conversion, duly completed and
signed.

                  This Convertible Note shall be deemed to have been converted
on the close of business on the seventy-fifth day following its surrender for
conversion as provided above, and the person entitled to receive the shares of
Convertible Note Stock shall be treated for all purposes as the Holder of record
of such shares as of the close of business on such date. On the seventy-fifth
day following the Company's receipt of the form of the Notice of Conversion set
out at the end of Exhibit B attached hereto, the Company shall issue and deliver
to such Holder a stock certificate or certificates for a number of shares of
Convertible Note Stock equal to the Face Amount of the Convertible Note divided
by the Conversion Price.

                  The Company shall not be required to issue a fractional share
of Convertible Note Stock upon conversion of this Convertible Note. As to any
fraction of a share which the Holder hereof would otherwise be entitled to
purchase upon such conversion, the Company may in lieu of the issuance of a
fractional share either (i) pay a cash adjustment in respect of such final
fraction in an amount equal to the same fraction of the Current Market Price per
share of Common Stock on the date of conversion or (ii) issue a number of shares
rounded up or down to the nearest whole share.

                  Upon conversion of the total Face Amount of this Convertible
Note, the Company shall be forever released from all its obligations and
liabilities under this Convertible Note.

                  The Conversion Price is subject to adjustment in certain
events as provided in Section 7 of the Agreement. The Conversion Price is also
subject to adjustment in the event of a Breach Occurrence as provided in Section
9.1 of the Agreement.

                                       4
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                  The Convertible Note and the Convertible Note Stock shall be
transferable only upon compliance with the conditions specified Section 11 of
the Agreement, which conditions are intended, among other things, to ensure
compliance with the provisions of the Securities Act in respect of the transfer
of any Convertible Note or any Convertible Note Stock, and any Holder hereof
shall be bound by the provisions of (and entitled to the benefits of) said
Section 11 of the Agreement. Upon surrender of such Convertible Note at the
office of the Company maintained for such purpose pursuant to Section 14.7
hereof, together with a Form of Assignment annexed hereto, duly executed by the
relevant Holder and payment of funds sufficient to pay any transfer taxes
payable upon the making of such transfer, the Company shall, subject to Section
11 of the Agreement and the second following sentence, (a) execute and deliver a
new Convertible Note in the name of the assignee or assignees and in the
denominations specified in such instrument of assignment, (b) issue to the
assignor a new Convertible Note evidencing the portion of such surrendered
Convertible Note not so assigned or transferred and (c) promptly cancel such
surrendered Convertible Note. A Convertible Note, if properly assigned in
compliance with Section 11 of the Agreement, may be converted or surrendered by
an assignee for the purchase of shares of Convertible Note Stock without having
a new Convertible Note issued. Notwithstanding any provision herein to the
contrary, the Company shall not be required to register the transfer of a
Convertible Note, or the Convertible Note Stock issued pursuant thereto, in the
name of any Person who acquired such Convertible Note (or part thereof), or
Convertible Note Stock issued pursuant thereto otherwise than in accordance with
the Agreement.

                  All shares of Convertible Note Stock issuable upon conversion
of the Face Amount of this Convertible Note shall be deemed to be Registrable
Securities entitled to registration rights pursuant to Section 10 of the
Agreement, and are entitled, subject to the terms and conditions of the
Agreement, to all registration rights granted to Holders of Registrable
Securities thereunder.

                  Nothing contained in the Agreement or in this Convertible Note
shall be construed by itself to entitle the Holder to any voting rights or other
rights as a stockholder of the Company. In the absence of affirmative action by
the Holder to purchase Convertible Note Stock by conversion of the Face Amount
of this Convertible Note, no provisions of this Convertible Note, and no mere
enumeration herein of the rights or privileges of the Holder, shall (a) cause
the Holder to be a stockholder of the Company for any purpose or (b) give rise
to any liability of such Holder for the Conversion Price or as a stockholder of
the Company, whether such liability is asserted by the Company, by any creditor
of the Company or any other Person.

                  The Company shall, during the Conversion Period of this
Convertible Note, reserve from its authorized and unissued Convertible Note
Stock a sufficient number of shares to provide for the issuance of Common Stock
upon conversion of this Convertible Note. If at any time the number of
authorized but unissued shares of the Common Stock shall not be sufficient to
effect the conversion of this Convertible Note, the Company shall take all such
corporate action as may be necessary to increase its authorized but unissued
shares of Common Stock as shall be sufficient for such purpose. All shares of
Convertible Note Stock that may be issued by the Company upon conversion of this
Convertible Note will be free of all taxes, Liens and charges in respect of the
issue thereof. The Company shall, in connection with this Convertible Note and
its conversion, obtain all such authorizations or exemptions thereof, or
consents thereto, as may be necessary from any public regulatory body or bodies
having jurisdiction thereof. The Company agrees that its issuance of this
Convertible Note shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary
certificates for Convertible Note Stock upon conversion of this Convertible
Note.

                                       5
<PAGE>

                  The Company shall not, by amendment of its certificate of
incorporation or bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Convertible Note, but shall at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Convertible Note against impairment. Without limiting the generality of the
foregoing, the Company (a) shall not increase the par value of any shares of
stock issuable upon the conversion of this Convertible Note above the amount
payable therefor upon such conversion, and (b) shall take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and non-assessable shares of Convertible Note Stock upon
conversion of this Convertible Note.

                  Whenever the Conversion Price shall be adjusted in accordance
with Section 7 of the Agreement, the Company shall give notice to each Holder,
in accordance with Section 7.7 of the Agreement. Whenever the Company shall
engage in any of the corporate actions specified in Section 7.8 of the
Agreement, the Company shall give notice to each Holder, in accordance with
Section 7.8 of the Agreement.

                  This Convertible Note shall be deemed a contract made under
the laws of the State of California (exclusive of such state's choice of
conflict rules).

                  Each party hereto hereby irrevocably and unconditionally
submits to the jurisdiction of the state and federal courts located in the
County of San Diego, State of California for any actions, suits, or proceedings
arising out of or relating to this agreement and the transactions contemplated
hereby. Each party hereto agrees not to commence any action, suit or proceeding
relating thereto except in such courts. Each of the parties hereto hereby
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this agreement or the transactions
contemplated hereby, in such state or federal courts as aforesaid and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.

                  The parties hereby waive trial by jury in any judicial
proceeding to which they are parties involving, directly or indirectly, any
matter in any way arising out of, related to or connected with this Convertible
Note.

                  In case any provision of this Convertible Note shall be
invalid, illegal or unenforceable, it shall to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                       6
<PAGE>

                  No delay or omission to exercise any right, power or remedy
accruing to the Company or the Purchaser or any subsequent Holder of the
Convertible Note upon any breach, default or noncompliance of the Company, the
Purchaser or any subsequent Holder of any Convertible Note under this Agreement,
shall impair any such right, power or remedy, nor shall it be construed to be a
waiver of any such breach, default or noncompliance, or any acquiescence
therein, or of any similar breach, default or noncompliance thereafter
occurring. It is further agreed that any waiver, permit, consent or approval of
any kind or character on the part of the Company or the Purchaser of any breach,
default or noncompliance under this Convertible Note or any waiver on the
Company's or the Purchaser's part of any provisions or conditions of this
Convertible Note must be in writing and shall be effective only to the extent
specifically set forth in such writing and that all remedies, either under this
Convertible Note, by law, or otherwise afforded to the Company and the
Purchaser, shall be cumulative and not alternative.

                  Except as otherwise expressly provided herein, any term of
this Convertible Note may be amended and the observance of any term of this
Convertible Note may be waived (either generally or in a particular instance,
either retroactively or prospectively and either for a specified period of time
or indefinitely) with the written consent of the Company and the Holder hereof.
Any amendment or waiver effected in accordance with this provision shall be
binding upon such Holder.

                  Except as otherwise provided herein, this Convertible Note
shall terminate on the earlier of (i) the seventh (7th) anniversary of the date
hereof or (ii) the third (3rd) anniversary of the Completion Date.

                                       7
<PAGE>



                  IN WITNESS WHEREOF, the Company has duly executed this
Convertible Note.



Dated:  May 29, 2002



                                                     SVI SOLUTIONS, INC.



                                                     By:
                                                        ------------------------
                                                        Name:
                                                        Title:

                                       8
<PAGE>




                                 CONVERSION FORM

         The undersigned, the Holder of the foregoing Convertible Note, hereby
surrenders such Convertible Note for conversion into shares of Common Stock to
the extent of $_____ unpaid Face Amount of such Convertible Note according to
the conditions thereof.

         GENERAL REPRESENTATION AND WARRANTIES. In connection with the foregoing
exercise, the Holder hereby makes the following representations and warranties
to the Company:

         1.       The Holder is a [Delaware] [corporation] with its principal
                  executive offices at the location indicated below the Holder's
                  signature at the foot hereof.

         2.       The Holder confirms that all documents, records and books
                  pertaining to the investment in the Company and requested by
                  it have been made available or delivered to it.

         3.       The shares purchased herein are being acquired solely for the
                  Holder's own account, for investment purposes only and are not
                  being purchased with a view to or for the resale,
                  distribution, subdivision or fractionalization thereof. The
                  Holder has no current plans to enter into any such contract,
                  undertaking, agreement or arrangement.

         4.       The Holder acknowledges the shares have not been registered
                  under the Securities Act of 1933 or other Applicable Laws and
                  may not be sold or otherwise disposed of except in compliance
                  with applicable laws or, if the Company deems necessary,
                  receipt by the Company of an opinion of counsel reasonably
                  satisfactory to the Company that an exemption therefrom is
                  available.

                                       9
<PAGE>


         Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:


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Dated: -----------------                        -------------------------------
                                                           (signature)

                                                -------------------------------
                                                      (print name and title)

                                                -------------------------------

                                                -------------------------------

                                                            (address)




         Please issue a new Convertible Note for the unpaid Face Amount of the
attached Convertible Note in the name of the undersigned or in such other name
as is specified below:


-------------------------------------------------------------------------------

Dated: -----------------                        -------------------------------
                                                           (signature)

                                                -------------------------------
                                                      (print name and title)

                                                -------------------------------

                                                -------------------------------

                                                            (address)

                                       10
<PAGE>


                               FORM OF ASSIGNMENT
                               ------------------

                  FOR VALUE RECEIVED the undersigned registered owner of this
Convertible Note hereby sells, assigns and transfers unto the assignee named
below all the rights of the undersigned under this Convertible Note with respect
to the unpaid Face Amount of the Convertible Note covered thereby set forth
herein below unto:



                                                         The Unpaid Face Amount
Name of Assignee                   Address               of the Convertible Note
----------------                   -------               -----------------------




Dated:__________________


                                                 ------------------------------
                                                 Signature of Registered Holder

                                                 ------------------------------
                                                 Name of Registered Holder
                                                 (Please Print)




The assignee acknowledges receipt of the Purchase Agreement dated as of May 29,
2002 between SVI Solutions, Inc. and Toys "R" Us, Inc. and hereby agrees to be
bound by the provisions thereof and of this Convertible as a Holder thereunder.
The assignee further represents that this Convertible Note and the Convertible
Note Stock are being acquired solely for its own account, for investment
purposes only and are not being purchased with a view to or for the resale,
distribution, subdivision or fractionalization thereof. The assignee further
represents that it has no present plans to enter into any such contract,
undertaking, agreement or arrangement.


Dated:__________________


                                                ------------------------------
                                                Signature of Assignee

                                                ------------------------------
                                                Name of Assignee
                                                (Please Print)


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