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EXHIBIT 10.28

                              TERMINATION AGREEMENT

         This Termination Agreement ("AGREEMENT") is entered into as of November
13, 2003 (the "EFFECTIVE DATE") between SVI Solutions, Inc., a Delaware
corporation ("SVI") located at 5067 Palmer Way, Carlsbad, California 92008, on
behalf of itself and its subsidiaries (collectively "SVI"), and Toys "R" Us,
Inc. ("CUSTOMER"), a Delaware corporation located at 461 From Road, Paramus, New
Jersey 07652. SVI and Customer shall collectively be referred to as the
"PARTIES."

         1. RECITALS. This Agreement is made with reference to the following
recital of essential facts:

                  1.1. Effective May 29, 2002, SVI and Customer entered into a
Development Agreement (the "DEVELOPMENT AGREEMENT");

                  1.2. SVI and Customer entered into a Purchase Agreement dated
May 29, 2002 (the "PURCHASE AGREEMENT");

                  1.3. Pursuant to the Purchase Agreement, SVI issued to
Customer a warrant (the "WARRANT") to purchase 2,500,000 shares of common stock
of SVI;

                  1.4. Pursuant to the Development Agreement, the Parties
entered into a Preferred Escrow Agreement with DSI Technology Escrow Services
dated May 29, 2002 (the "PREFERRED ESCROW AGREEMENT").

                  1.5. Pursuant to the Purchase Agreement, SVI issued to
Customer a Convertible Note (the "Note"), in aggregate principal amount of
$1,382,602.00, which Note is convertible into shares of common stock of SVI.

                  1.6. The Parties have agreed to terminate the Development
Agreement and Preferred Escrow Agreement in exchange for the cancellation of the
Warrant and the Note and certain other consideration, on the terms and
conditions set forth in this Agreement.

                  1.7. The Parties wish to release each other in relation to all
claims arising prior to this Agreement.

         2. DEFINITIONS.

         "AFFILIATE" means any person or entity that (i) controls, or is under
common control with, or is controlled by, Customer, or (ii) has entered into an
agreement with Customer (including without limitation a joint venture agreement)
for the purpose of conducting Licensed Toys "R" Us Operations. As used in this
definition, "control" means an equity ownership of at least fifty (50) percent.

         "Deliverables" shall mean such Software and related Documentation SVI
has delivered to Customer under this Agreement prior to the Effective Date.

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         "Documentation" shall mean such documentation in any form or media that
SVI reasonably determines is necessary or desirable to enable Customer to use
the Software and/or any available Updates thereto, including without limitation
the documentation described on EXHIBIT 1 hereto.

          "LICENSED TOYS "R" US OPERATIONS" means any retail operations by a
third party authorized to use the "Toys "R" Us" brand name, or any other store
name or trade name used by Customer or an Affiliate, whether in English or a
different language.

          "PROFESSIONAL SERVICES" shall be the types of services offered by SVI
as described in Section 7.1 below.

          "SOFTWARE" shall mean the software and related items as described in
EXHIBIT 2 and delivered to Customer under the Development Agreement and any
Update.

          "UPDATES" shall mean modifications, debugging, fixes, updates,
upgrades, enhancements, improvements and derivative works to the Software, which
shall be included in the definition of "Software."

         3. TERMINATION OF DEVELOPMENT AGREEMENT AND PREFERRED ESCROW AGREEMENT.

                  3.1. The Development Agreement is hereby terminated and is of
no further force and effect, except to the extent provided in this Section 3,
and the Parties are released and relieved of their respective rights and
obligations under the Development Agreement. Customer shall be deemed to have
irrevocably accepted all Deliverables delivered by SVI prior to the Effective
Date.

                  3.2. Not later than the Effective Date, SVI shall cause the
escrow agent under the Preferred Escrow Agreement to deliver to Customer all
Deposit Materials (as defined in the Preferred Escrow Agreement). SVI hereby
authorizes Customer to notify the escrow agent on SVI's behalf to deliver the
Deposit Materials to Customer. Following Customer's receipt of the Deposit
Materials, the Preferred Development Agreement shall be terminated and of no
further force and effect, except to the extent provided in this Section 3, and
the Parties are released and relieved of their respective rights and obligations
under the Preferred Escrow Agreement. SVI shall take such further action as
requested by Customer to effectuate the delivery of all Deposit Materials.

                  3.3. SVI grants to Customer a perpetual, worldwide,
non-transferable, non-exclusive right and license, in all cases for Customer's
internal purposes only, to use, copy, publish, display, perform and make Updates
to the Software. Such license covers all (i) patents, copyrights, trade secrets
and other intellectual property rights, (ii) object code and all Source
Materials (as hereinafter defined), and (iii) third-party rights relating to the
Deliverables, if any.

                  3.4 EXCEPT FOR THE EXPRESS WARRANTIES AND UNDERTAKINGS SETS
FORTH IN THIS AGREEMENT, SVI DISCLAIMS ALL WARRANTIES RESPECTING THE SOFTWARE
AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY OF THE PRIOR AGREEMENTS,

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INCLUDING ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED
MERCHANTABILITY AND FITNESS FOR THE PARTICULAR PURPOSE. IN NO EVENT SHALL SVI BE
LIABLE FOR ANY INDIRECT EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR OTHERWISE RELATING TO THE USE OR PERFORMANCE OF THE SOFTWARE OR ANY
COMPONENT THEREOF, HOWEVER CAUSED EVEN IF SVI HAD BEEN ADVISED OF THE
POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. CUSTOMER WARRANTS AND REPRESENTS TO
SVI THAT IT HAS FULLY INVESTIGATED ALL ELEMENTS OF THE SOFTWARE TO ITS
SATISFACTION AND HAS DETERMINED THAT THE SOFTWARE IS SUITABLE FOR CUSTOMER'S
PURPOSES.

                  3.5. The license granted in Section 3.2 may be sublicensed, in
whole or in part, at any time and from time to time, to Customer's Affiliates or
Customer's Licensed Toys "R" Us Operations (and/or, to the extent a sublicense
is required by such third-party use, any third parties solely for the purpose of
assisting Customer in Updating the Deliverables or providing other services with
respect thereto), without the prior consent of SVI, (the foregoing,
"SUBLICENSEES"). The Customer may also transfer the license granted to it
pursuant to this Agreement, in whole or in part to a person or entity that
acquires all or substantially all of Customer's business that uses the Software,
whether by merger, acquisition of assets or stock or other similar means,
without the prior consent of SVI.

                  3.6. Customer and Sublicensees may install the Software and
Updates on as many IBM AS/400 CPUs and successor AS/400 CPUs (collectively, the
"SPECIFIED CPUS") for use by an unlimited number of users at as many of
Customer's and Sublicensee's locations as Customer or Sublicensees desire to
support the business operations of Customer or Sublicensees' Licensed Toys "R"
Us Operations, as the case may be. Customer may create and hold a reasonable
number of back-up copies of the Software and Updates at any given time,
reasonably consistent with Customer's normal back-up policies and procedures.

                  3.7. In order to protect SVI's trade secrets and copyrights in
the Software and any Updates, Customer agrees to reproduce and incorporate SVI's
copyright notice below in any copies made by Customer, including partial copies
in any form: [Program property of SVI, Inc. This work contains trade secrets
deemed valuable and proprietary to SVI. Unauthorized use is prohibited. (C)
[year of publication] SVI, Inc. All rights reserved.]

                  3.8. All Software, any Updates and all copies thereof are the
intellectual property of SVI. All applicable proprietary and intellectual
property rights, copyrights, trademarks, and trade secrets in the Software are
and will remain with and in SVI. Except as provided in this Agreement, Customer
shall not use, copy, distribute, sell, transfer, publish, disclose, display or
otherwise make available any Software, Updates or copies thereof to others.
Customer shall own all physical and tangible items comprising the Software and
all information stored or cached therein or transmitted, processed or routed
thereby. Customer agrees that the Software, Updates and copies thereof shall be
deemed "Confidential Information" in accordance with Section 10.

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                  3.9. All applicable proprietary and intellectual property
rights, copyrights, trademarks and trade secrets in all Documentation shall
remain with SVI. Customer agrees to take reasonable steps to:

                           (a) secure and protect the confidentiality of any
Confidential Information in such Documentation in accordance with Section 10;

                           (b) not copy any Confidential Information in such
Documentation except in accordance with Section 10;

                           (c) use such Documentation only as permitted by this
Agreement; and

                           (d) not sell, transfer or otherwise make such
documentation available to others, except as permitted by this Agreement.

                  3.10. SVI will not be responsible for any Software problems
resulting directly or indirectly from (i) Customer modifications or Updates to
the Software not performed at SVI's direction or supervision, (ii)
incompatibility of any equipment not specified as compatible or approved by SVI,
or (iii) the installation of any Software or Updates that is not by or on behalf
of SVI or its authorized agents.

                  3.11. Customer warrants and represents to SVI that Customer
has not previously (i) assigned, transferred, purported to assign or transfer to
any person, firm, corporation or entity the Development Agreement, (ii)
exercised or purported to exercise any rights or privileges under the
Development Agreement, or (iii) licensed any right or interest in the
Development Agreement or licensed, sublicensed, sold, assigned or otherwise
transferred any right to the Software, or any part thereof, or any Update, or
any part thereof, in each case in violation of the Development Agreement.

         4. TERMINATION OF THE PURCHASE AGREEMENT.

                  4.1. The Purchase Agreement is hereby deemed terminated and of
no force and effect except with respect to the provisions of Section 12 of the
Purchase Agreement which shall remain in full force and effect to the extent
provided in Section 24. Customer shall not be entitled to a refund or repayment
of any amount paid by Customer to SVI under the Purchase Agreement.

                  4.2. Customer warrants and represents to SVI that Customer has
not previously (i) assigned, transferred, purported to assign or transfer to any
person, firm, corporation or entity the Purchase Agreement or any right or
interest in the Purchase Agreement, or (ii) exercised or purported to exercise
any rights or privileges under the Purchase Agreement.

         5. CANCELLATION OF THE NOTE.

                  5.1. Concurrent with the execution of this Agreement, the Note
shall be cancelled and of no force and effect. Customer hereby irrevocably
waives, renounces, assigns and transfers in favor of and to SVI any right,
claim, interest, share, entitlement, equity or other benefit or interest with
respect to or arising from the Note. Upon execution of this Agreement, Customer

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shall deliver to SVI the Note, together with instruments of transfer, executed
by Customer.

                  5.2. Customer warrants and represents to SVI that Customer (i)
has not previously assigned, transferred, purported to assign or transfer to any
person, firm, corporation or entity the Note or any interest in the Note, (ii)
is the sole record owner of the Note and that the Note is free and clear of all
liens, encumbrance, security interests, right of first refusal or other similar
restrictions, and (iii) has not exercised or purported to exercise any rights or
privileges under the Note.

         6. CANCELLATION OF THE WARRANT.

                  6.1. Concurrent with the execution of this Agreement, the
Warrant shall be cancelled and of no force and effect. Customer hereby
irrevocably waives, renounces, assigns and transfers in favor of and to SVI any
right, claim, interest, share, entitlement, equity or other benefit or interest
with respect to or arising from the Warrant. Upon execution of this Agreement,
Customer shall deliver to SVI the Warrant, together with an instrument of
transfer, executed by Customer.

                  6.2. Customer warrants and represents to SVI that Customer (i)
has not previously assigned, transferred, purported to assign or transfer to any
person, firm, corporation or entity the Warrant or any interest in the Warrant,
(ii) is the sole record owner of the Warrant and that the Warrant is free and
clear of all liens, encumbrance, security interests, right of first refusal or
other similar restrictions, and (iii) has not exercised or purported to exercise
any rights or privileges under the Warrant.

         7. NO ADDITIONAL PAYMENTS BY CUSTOMER. The parties here agree that the
Customer does not owe any amounts to SVI for services rendered and that SVI has
been paid in full for such services.

         8. REPRESENTATIONS/WARRANTIES/DISCLAIMERS/LIMITATION OF LIABILITY.

                  8.1. Each party represents, warrants and covenants that: (i)
it is a corporation duly incorporated and validly existing and in good standing
under the laws of its respective state of incorporation; (ii) it has all
necessary corporate power and authority to enter into this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby; (iii) it has taken all corporate action necessary to execute and deliver
this Agreement, to consummate the transactions contemplated hereby; and to
perform its obligations hereunder; (iv) this Agreement has been duly executed
and delivered by both parties; (v) it is aware of no obligation, legal or
otherwise, which is inconsistent with its obligations under this Agreement; and
(vi) performance of its obligations under this Agreement will not violate any
law, rule, regulation, or any proprietary or other right of a third party.

                  8.2. SVI represents, warrants and covenants that it is sole
owner of, or has obtained all necessary rights to use and for Customer to use
all intellectual property and other rights relating to the Deliverables, the
Professional Services and SVI's performance of its obligations hereunder, and
Customer's use of the foregoing hereunder shall not infringe or violate any

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rights of a third party. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SVI
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SOFTWARE AND/OR THE
SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

                  8.3. Except with respect to the parties' indemnification
obligations hereunder, in no event shall SVI's cumulative liability for any
claim arising in connection with this Agreement exceed the total fees and
charges paid to SVI by Customer during the preceding twelve (12) months before
the Effective Date. In no event shall either party be liable for any indirect,
consequential, special, exemplary, or incidental damages of whatever kind
arising in its performance hereunder.

                  8.4 Except for an action arising from a breach by SVI of the
representation set forth in Section 8.2 above, no action, whether based in
contract, strict liability, or tort, including any action based on negligence,
arising out of the performance of services under this Agreement, may be brought
by either party more than one year after such cause of action accrued.

         9. ASSIGNMENT.

                  9.1. Neither party shall assign any of its rights or
obligations under this Agreement (by operation of law or otherwise) without the
prior written consent of the other party; provided the Customer may assign this
Agreement to any of its Affiliates or pursuant to a "change of control." "Change
of control" means either (i) the sale or transfer of all or substantially all of
a party's assets to any person or group of persons; or (ii) the acquisition of a
party by another person by means of any transaction or series of related
transactions (including any reorganization, merger or consolidation, whether of
a party with or into any other person or persons or of any other person or
persons with or into a party).

         10. CONFIDENTIALITY.

                  10.1. It is anticipated that Customer and SVI, in the course
of carrying out their respective responsibilities under this Agreement, will
consult with the other party's personnel about, or receive certain of, the other
party's confidential business and technical information ("CONFIDENTIAL
INFORMATION"). Customer and SVI agree to keep confidential and, without the
other party's prior written consent, will not use and will not disclose to any
person or entity, other than its employees (and consultants or third-party
service providers, subject to reasonable confidentiality agreements) who
reasonably need to know same to perform such party's obligations hereunder, any
Confidential Information.

                  10.2. The foregoing obligations of this Section 10 will not
apply to any information or data that (1) at the time of disclosure or use by
the recipient is known or available to the general public by publication or
otherwise (other than as a result of a breach of this Section 11); (2) is known
by the recipient at the time of receiving such information; (3) is made public
by the disclosing party; (4) is developed independently by the recipient prior
to the date of disclosure by the disclosing party; (5) is acquired by the

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recipient from a third party who independently and rightfully developed or
acquired the information or data and was under no duty to refrain from its
disclosure; or (6) is required to be disclosed by law, court order, regulation
or judicial process, PROVIDED THAT the receiving party shall give prompt notice
of any such requirement to the disclosing party, disclose no more information
than is so required and cooperate with all efforts by the disclosing party to
receive a protective order or similar confidential treatment.

                  10.3. Customer shall not, and shall not knowingly allow any
other party to, reverse assemble or reverse compile the Software or any Update
for any purpose, except as permitted by this Agreement.

                  10.4. Either Customer or SVI may specifically enforce any
agreement contained in this Section 10 through an injunction or otherwise (in
accordance with Sections 22 and 26), in the event of breach or threatened breach
by the other. Such remedies will be in addition to all others that may be
available.

         11. NON-SOLICITATION OF STAFF.

                  11.1. For a period of twelve (12) months from the Effective
Date, neither party shall solicit for employment any employee of the other
engaged in the performance of this Agreement unless agreed in writing by the
other party. Notwithstanding the foregoing, Customer may immediately solicit for
employment any employee of SVI or its affiliates following SVI's liquidation in
bankruptcy. "SOLICIT" shall not include offers of employment or recruitment to
the general public or industry, to which a party's employee may respond of his
or her own volition without violating this Section 11.1, or any receipt of
employment inquires by the other party's employee of such employee's own
initiative and volition.

                  11.2. Each party's estimate of the damage that a breach of the
above paragraph would have upon its business is herein quantified as liquidated
damages in the amount of prior years' total compensation for the individual in
question. Each party accepts that these are reasonable estimates of loss and
agrees to pay the same upon demand in the event of its breach of this clause.

         12. LAW. All questions concerning the validity, operation,
interpretation and construction of this Agreement shall be governed by and
determined in accordance with the internal laws of the State of California
(irrespective of its choice of law principles).

         13. ARBITRATION.

                  13.1. Except as specifically modified by this paragraph, and
excepting matters involving provisional remedies as set forth below, any
controversy or claim arising out of or relating to this Agreement, or any breach
thereof, including without limitation, any claim that this Agreement, or any
part thereof, is invalid, illegal or otherwise voidable or void, shall be
submitted to arbitration to be held before a single arbitrator in San Diego,
California before and in accordance with the commercial arbitration rules of the
American Arbitration Association. If the claims at issue exceed $500,000.00,
exclusive of interest and attorneys' fees, such commercial arbitration rules
shall include the supplementary procedures for large, complex cases and the

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number of arbitrators shall be three. In all cases, the arbitrators shall be
members of the State Bar of California, actively engaged in the practice of law
for at least 10 years, or a retired member of the state or federal judiciary.

                  13.2. This provisions of this paragraph shall be construed as
independent of any other covenant or provision of this Agreement; provided that
if a court of competent jurisdiction determines that any such provisions are
unlawful in any way, such court shall modify or interpret such provisions to the
minimum extent necessary to have them comply with the law.

                  13.3. Nothing in this Section 13 shall prevent a party from
applying to a court of competent jurisdiction for temporary or preliminary
injunctive relief pending the outcome of the arbitration in Section 13. Judgment
upon an arbitration award may be entered in any court having competent
jurisdiction and shall be binding, final and non-appealable.

                  13.4. This arbitration provision shall be deemed to be
self-executing and shall remain in full force and effect after expiration or
termination of this Agreement.

         14. NO WAIVER. The waiver by either party of a particular breach of
this Agreement by the other shall not be construed or constitute a continuing
waiver of such breach or of other breaches of the same or other provisions of
this Agreement.

         15. BANKRUPTCY.

                  15.1. In the event of any bankruptcy of SVI, its affiliates or
subsidiaries, the parties acknowledge and agree that the licensed rights
hereunder are fundamentally in the nature of "intellectual property" as defined
in the Bankruptcy Code; that Customer's continued enjoyment of all licensed
rights is fundamental to the basic license hereunder; and therefore all licensed
rights should be deemed intellectual property subject to Customer's rights under
Section 365(n) of the Bankruptcy Code.

                  15.2. The parties agree that upon any election by Customer
pursuant to Section 365(n)(1)(B) of the Bankruptcy Code, that Customer shall be
entitled to, on its own or through Sublicensees, employees, contractors, agents
or otherwise, use, copy, distribute, make derivative works based upon, publish,
display, perform and create Updates based upon the rights licensed hereunder.

                  15.3. In the event of a bankruptcy of any third party with
rights in any Deliverable, SVI shall refrain from exercising any rights under
Section 365(n) without Customer's prior written consent and SVI shall, at its
sole cost and expense, file and prosecute such motions, applications and
pleadings and take all such actions under Section 365(n) of the Bankruptcy Code
to protect and preserve Customer's rights hereunder as Customer may direct from
time to time.

Without limiting Customer's rights under the foregoing, solely in the event SVI
fails to perform any of its obligations described in this Section 15.3, SVI
hereby irrevocably constitutes and appoints Customer and any officer or agent of
Customer, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and

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stead of SVI and in the name of SVI or in its own name, to take (in Customer's
sole and absolute discretion) any and all actions described in Section 15.3 to
protect SVI and/or Customer's rights to the intellectual property hereunder,
including without limitation (i) commencing any and all necessary actions or
suits at law or in equity in any court of competent jurisdiction connection with
SVI's rights to the intellectual property or any election under Section 365(n)
of the Bankruptcy Code, or (ii) defending or compromising or adjusting suits at
law or in equity in any court of competent jurisdiction in connection with SVI's
rights to the intellectual property or any election under Section 365(n) of the
Bankruptcy Code. SVI shall reimburse Customer for Customer's cost and expenses
in taking any action pursuant to this Section 15.3.

         16. PRESS RELEASES. Subject to SVI's obligations to comply with
applicable laws and regulations, including without limitation applicable
securities' laws; provided SVI shall provide Customer with prompt written notice
of any such obligations and shall take no actions beyond the scope of such
obligations, SVI will receive Customer's approval in its reasonable discretion
before (i) releasing any press release that provides any information regarding
Customer and/or this Agreement or (ii) including Customer's name on any
published list of customers. Neither party shall use the name, logos, service
marks, trademarks and identity of the other (and SVI shall not use those of
Customer's Sublicensees) in publicity, advertising, or any similar activity,
without the prior written consent of the other.

         17. ATTORNEYS' FEES. In the event any arbitration is initiated by any
party pursuant to Section 13, the prevailing party shall be entitled to recover
from the unsuccessful party all costs, expenses, and actual attorneys' fees
relating thereto or arising therefrom. Any judgment upon an arbitration award
pursuant to Section 13 shall contain a specific provision for the recovery of
the foregoing.

         18. SCOPE OF AGREEMENT/AMENDMENT. Each Party has read this Agreement,
understands it, and agrees to be bound by its terms. Except as provided in this
Section 18, this Agreement is the complete and exclusive statement of agreement
and supersedes all proposals (oral or written), understandings, representations,
conditions, warranties, covenants, and other communications between the parties
(and their predecessors and affiliates) relating hereto including (i) the
Professional Services Agreement and related Schedules dated July 10, 2001
between SVI and Customer, and (ii) the Development Agreement, Purchase
Agreement, Note and Warrant. The foregoing shall not be deemed to apply to or
supersede the License Agreement between Island Pacific Systems Corp. and
Customer, including all attachments thereto, dated May 20, 1999. This Agreement
may be amended only by a subsequent writing that specifically refers to this
Agreement and is signed by both parties, and no other act, document, usage, or
custom shall be deemed to amend this Agreement.

         19. VENUE AND JURISDICTION. For purposes of venue and jurisdiction,
this Agreement shall be deemed made and to be performed in the City of San
Diego, California.

         20. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one document.

         21. TIME OF ESSENCE. Time and strict and punctual performance are of
the essence with respect to each provision of this Agreement.

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         22. HEADINGS. The headings of the Sections of this Agreement have been
included only for convenience, and shall not be deemed in any manner to modify
or limit any of the provisions of this Agreement, or be used in any manner in
the interpretation of this Agreement.

         23. PARTIAL INVALIDITY. Each provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law. If any provision of this
Agreement or the application of such provision to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected by such invalidity or unenforceability, unless such provision or such
application of such provision is essential to this Agreement.

         24. DRAFTING AMBIGUITIES. Each party to this Agreement and its legal
counsel have reviewed and revised this Agreement. The rule of construction that
any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or of any amendments or
exhibits to this Agreement.

         25. NOTICES. Any notice, consent, authorization or other communication
to be given hereunder shall be in writing and shall be deemed duly given and
received when delivered personally or transmitted by facsimile transmission with
receipt acknowledged by the addresses or three days after being mailed by first
class mail, or the next business day after being deposited for next-day delivery
with a nationally recognized overnight delivery service, charges and postage
prepaid, properly addressed to the party to receive such notice at the
address(es) specified below, or at such other address as shell be specified by
like notice:

                      If to SVI:

                      SVI, Inc.
                      5607 Palmer Way
                      Carlsbad, CA  92008
                      Attention:  Barry Schechter, Chief Executive Officer
                      Facsimile:  (760) 496-0285

                      with a copy to:

                      Solomon Ward Seidenwurm & Smith, LLP
                      401 B Street, Suite 1200
                      San Diego, California 92101
                      Attention:  Norman L. Smith
                      Facsimile:  (619) 231-4755

                      If to Customer:

                      Toys "R" Us
                      One Geoffrey Way
                      Wayne, NJ 07470
                      Attention:  General Counsel
                      Facsimile:  (973) 617-4043

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         26. INDEMNITY.

                  26.1. Each party agrees to indemnify, defend and hold harmless
the other party and its affiliates (and Sublicensees, with respect to Customer)
and their officers, directors, shareholders, employees and agents from any third
party loss, claim, liability, award, judgment, damage, settlement, cost or
expense (including reasonable attorney's fees and costs of suit) ("LOSS")
arising out of or relating to such party's, breach of any representation,
warranty or covenant contained in this Agreement or failure to perform any
obligation under this Agreement.

                  26.2. The indemnified party agrees to notify the indemnifying
party promptly of any potential indemnified claim and to cooperate fully with
the indemnifying party, at the indemnifying party's expense, in the defense and
settlement thereof. Neither party shall settle or compromise an indemnified
claim any way that impairs or jeopardizes the other party's rights or subjects
the other party to liability without such party's prior written consent, which
shall not be unreasonably withheld.

                  26.3. If Customer's or its Sublicensees' or permitted
transferee's use of one or more Deliverables infringes any patent, copyright,
trade secret or other intellectual property right of a third party ("Third Party
IP Right"), SVI shall, at its sole cost and expense, as soon as practicable, but
in no event later than 30 days from the date SVI knows or becomes aware of such
infringement, either (i) acquire for Customer, the Sublicensee or permitted
transferee the right to continue to use such Deliverable in accordance with the
terms hereof, or (ii) provide Customer, Sublicensee or permitted transferee with
another software product which will perform in an equivalent manner that does
not infringe any rights of any third party.

                  26.4 Customer agrees to indemnify, defend and hold harmless
SVI and its Affiliates and their respective officers, directors, shareholders,
employees and agents from any Loss which arises from or relates to use of the
Software or any updates by Customer's Affiliates or licensed Toys R Us
operations (and/or any third party use of the Software authorized by Customer).

         27. RELEASE.

                  27.1. In consideration of the mutual execution of this
Agreement and the mutual agreement to be legally bound by its terms, each party,
on behalf of itself and its Affiliates, subsidiaries, parents, members,
directors, officers, employees, agents, representatives, heirs, assigns,
predecessors and/or successors (the "RELATED PARTIES"), hereby releases, acquits
and forever discharges the other party hereto and its Related Parties of and
from any and all claims, demands, actions, suits, debts, liabilities, losses,
attorney's fees, expenses, judgments, settlements and other damages or costs of
whatever nature, known or unknown, as may exist between the parties and/or their
Related Parties as of the date hereof (the "CLAIMS"), including claims arising
out of, derived from, predicated upon or relating to (a) the Professional
Services Agreement and related Schedules dated July 10, 2001 between SVI Retail,
Inc. and/or its Affiliates and Purchaser and prior service and/or modification
agreements between SVI Retail, Inc. and/or its Affiliates and Purchaser (the

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<PAGE>

"SUPERSEDED Documents"), and (b) the Development Agreement, Purchase Agreement,
Note and Warrant, but excluding any Claims covered under or arising from this
Agreement or the Preferred Escrow Agreement, as amended, including Claims
pursuant to Section 3.4 and 3.5 hereof.

                  27.2. With respect to the Claims, each party hereby expressly
waives the provisions of California Civil Code section 1542 (or any equivalent
statute or law in applicable jurisdictions), which reads:

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in the creditor's
                  favor at the time of executing the release, which if known by
                  creditor must have materially affected his settlement with the
                  debtor."

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<PAGE>

         IN WITNESS WHEREOF, SVI and Customer have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.



ISLAND PACIFIC, INC.                       TOYS "R" US, INC.


By /S/ Harvey Braun                        By /S/ John Halohan
   -----------------------------------        ----------------------------------

Name   Harvey Braun                        Name   John Halohan
     ---------------------------------           -------------------------------

Title  Chief Executive                     Title  Executive V.P.-CIO
     ---------------------------------           -------------------------------

Date   November 13, 2003                   Date   October 30, 2003
     ---------------------------------           -------------------------------

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<PAGE>

                                    Exhibit 1

                                  Documentation
                                  -------------


                                       14
<PAGE>

                                    Exhibit 2

                 Software Delivered Under Development Agreement
                 ----------------------------------------------


                                       15