<PAGE>

Exhibit 10.4


                               FIRST AMENDMENT TO
                               ------------------
                    AMENDED AND RESTATED TERM LOAN AGREEMENT
                    ----------------------------------------



         THIS FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this
"Agreement"), dated as of March 18, 2002, is entered into by and between SVI
SOLUTIONS, INC., a Delaware corporation ("Borrower"), and UNION BANK OF
CALIFORNIA, N.A., a California banking corporation ("Lender"), with reference to
the following facts:

                                    RECITALS
                                    --------

         A. Borrower and Lender are parties an Amended and Restated Term Loan
Agreement, dated as of June 30, 2001 (the "Loan Agreement"), pursuant to which
the Lender has provided the Term Loan to Borrower.

         B. The payment performance of Borrower's Obligations to Lender under
the Loan Agreement are secured by certain personal property Collateral of
Borrower under the Collateral Documents entered into in connection with the Loan
Agreement.

         C. To facilitate the Softline Transaction, Borrower has requested that
Lender agree to release Lender's Lien on each of (i) Borrower's holdings of
shares of the capital stock of Divergent (collectively, the "Divergent Shares")
and (ii) the IBIS Note and the Integrity Shares (the Divergent Shares, the IBIS
Note and the Integrity Shares hereinafter being referred to collectively as the
"Released Collateral"), so that Borrower can sell the Released Collateral to
Softline free and clear of Lender's Lien.

                  D. Lender is willing to release its Lien on the Released
Collateral on the terms and conditions set forth in this Amendment.

         NOW, THEREFORE, the parties hereby agree as follows:

         1. DEFINED TERMS. All initially capitalized terms used in this
Amendment (including, without limitation, in the Recitals hereto) shall have the
respective meanings specified in the Loan Agreement.

         2. RELEASE OF LIEN ON RELEASED COLLATERAL. Lender hereby releases its
Lien on all of the Released Collateral. In furtherance of such agreement, Lender
hereby agrees to deliver to Borrower the original certificates evidencing the
Divergent Shares, the original IBIS Note and the certificates evidencing the
Integrity Shares to Borrower, in each case together with all endorsements
necessary to negotiate such documents to Borrower or its order.

         3. CONDITIONS PRECEDENT. The effectiveness of Lender's agreement
hereunder to release its lien on the Released Collateral shall be subject to the
prior satisfaction of each of the following conditions:

<PAGE>

                  (i) THIS AMENDMENT. Lender shall have received this Amendment,
         duly executed by Borrower;

                  (ii) ACKNOWLEDGEMENT OF SUBSIDIARY GUARANTORS. The Subsidiary
         Guarantors shall have executed the Acknowledgement of Subsidiary
         Guarantors form attached to the end of this Amendment;

                  (iii) EVIDENCE OF CONSUMMATION OF SOFTLINE TRANSACTION. Lender
         shall have received satisfactory evidence of Borrower's consummation of
         the Softline Transaction.

                  (iv) PLEDGE OF BORROWER SHARES. Borrower shall enter into an
         amendment to the Pledge Agreement, in form and substance satisfactory
         to Lender, by which Borrower shall pledge to Lender, and grant Lender a
         Lien on all of Borrower's right, title and interest in and to the
         Softline Pledged Shares; and

                  (v) CANCELLATION OF SOFTLINE NOTE. Lender shall have received
         satisfactory evidence that Softline has cancelled the Softline Note and
         excused Borrower from its obligation to repay the Indebtedness of
         Borrower to Softline evidenced by the Softline Note.

         4. NO OTHER AMENDMENTS. Except as expressly amended hereby, the Loan
Agreement shall remain unaltered and in full force and effect.

         5. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, and all of which,
taken together, shall constitute but one and the same agreement.

         IN WITNESS WHEREOF, the parties have executed this Amendment by their
respective duly authorized officers as of the date first above written.

                                            SVI SOLUTIONS, INC.,
                                            a Delaware corporation


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



                                            UNION BANK OF CALIFORNIA, N.A.,
                                            a California banking corporation


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

                                       2
<PAGE>


                    ACKNOWLEDGEMENT OF SUBSIDIARY GUARANTORS
                    ----------------------------------------



         The undersigned hereby (a) ratify and reaffirm all of their obligations
to Lender under the Subsidiary Guaranty, (b) consent to the execution and
delivery by Borrower of the Amendment to which this Acknowledgement of
Subsidiary Guarantors is attached and (c) confirm that the Subsidiary Guaranty
remains in full force and effect. The undersigned agree that the execution of
this Acknowledgement of Subsidiary Guarantors is not necessary for the continued
validity and enforceability of the Subsidiary Guaranty, but is executed to
induce Lender to enter into the Amendment.


Dated:  As of March 18, 2002.



                                              SABICA VENTURES, INC.,
                                              a California corporation


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



                                              SVI RETAIL, INC.,
                                              a Delaware corporation


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



                                              SVI TRAINING PRODUCTS, INC.,
                                              a California corporation


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

                                       3
<PAGE>


            FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT
            --------------------------------------------------------



         THIS FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT (this
"Agreement"), dated as of March 18, 2002, is entered into by and between the
corporations listed on the signature pages hereto (each a "Grantor" and
collectively, "Grantors"), jointly and severally, and UNION BANK OF CALIFORNIA,
N.A., a California banking corporation ("Secured Party"), with reference to the
following facts:

                                    RECITALS
                                    --------

         A. Grantors and Secured Party are parties an Amended and Restated
Pledge Agreement, dated as of July 10, 2001 (the "Pledge Agreement"), pursuant
to which Grantors pledged to Secured Party, and granted Secured Party a
continuing first-priority security interest in, the Pledged Collateral as
security for the payment and performance of the Obligations.

         B. Borrower and Secured Party are entering into a First Amendment to
Amended and Restated Term Loan Agreement of even date herewith (the "Loan
Agreement Amendment"), pursuant to which Secured Party shall release its Lien on
the Divergent Shares and certain other assets of Borrower.

         C. It is a condition precedent to the effectiveness of the Loan
Agreement Amendment that Grantors enter into this Agreement with Lender, by
which the parties shall amend SCHEDULE 1 to remove the Divergent Shares from the
list of Pledged Securities and to add the Softline Pledged Shares to the list of
Pledged Securities and as part of the Pledged Collateral.

         NOW, THEREFORE, the parties hereby agree as follows:

         1. DEFINED TERMS. All initially capitalized terms used in this
Amendment (including, without limitation, in the Recitals to this Amendment)
without definition shall have the respective meanings specified in the Pledge
Agreement.

         2. AMENDMENT TO DEFINITION OF "PLEDGED SECURITIES". SECTION 1 of the
Pledge Agreement is hereby amended such that the definition of "Pledged
Securities" shall read in full as follows:

                  "PLEDGED SECURITIES" means: (a) all shares of capital stock of
         Borrower identified on SCHEDULE 1 hereto; (b) any and all shares of
         capital stock of all existing and future Domestic Subsidiaries of any
         Grantor, nor or hereafter owned by any Grantor (the existing Domestic
         Subsidiaries of each Grantor, existing on the date hereof, are listed
         below such Grantor's name on SCHEDULE 1 hereto); (c) 65% of the shares
         of capital stock of all existing and future Foreign Subsidiaries of any
         Grantor, (OTHER THAN the Divergent Shares) now or hereafter owned by
         such Grantor (the existing Foreign Subsidiaries of each Grantor other

<PAGE>

         than Divergent are listed below such Grantor's name on SCHEDULE 1
         hereto); (d) any and all securities now or hereafter issued in
         substitution, exchange or replacement for any of the foregoing shares,
         or with respect thereto; (e) any and all warrants, options or other
         rights to subscribe to or acquire any additional capital stock of the
         existing Subsidiaries listed on SCHEDULE 1 hereto, PROVIDED that, in
         the case of any Foreign Subsidiary of any Grantor, OTHER THAN
         divergent, such warrants, options or other rights would not cause more
         than 65% of the shares of capital stock of such Foreign Subsidiary to
         be Pledged Collateral; and (f) subject to the percentage limitation
         applicable under clause (c) above to the pledge and security interest
         granted hereunder in the shares of capital stock of Foreign
         Subsidiaries of any Grantor, OTHER THAN Divergent, any and all equity
         interests and the Certificates or other written evidences representing
         such equity interests and any interest of such Grantor in the entries
         on the books of any financial intermediary pertaining thereto now or
         hereafter acquired by such Grantor in any existing or future Subsidiary
         of such Grantor.

         3. AMENDMENT TO SCHEDULE 1. SCHEDULE 1 to the Pledge Agreement is
hereby amended to read in full as set forth on SCHEDULE 1 to this Amendment.

         4. NO OTHER AMENDMENTS. Except as expressly amended hereby, the Pledge
Agreement shall remain unaltered and in full force and effect.

         5. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, and all of which,
taken together, shall constitute but one and the same agreement.

                                       2
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Amendment by their
respective duly authorized officers as of the date first above written.

                                              "Grantors"

                                              SVI SOLUTIONS, INC.,
                                              a Delaware corporation

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


                                              SABICA VENTURES, INC.,
                                              a California corporation

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


                                              SVI RETAIL, INC.,
                                              a Delaware corporation

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


                                              SVI TRAINING PRODUCTS, INC.,
                                              a California corporation

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



                                              ACCEPTED AND AGREED TO:

                                              UNION BANK OF CALIFORNIA, N.A.,
                                              a California banking corporation


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

                                       3
<PAGE>
<TABLE>

                         SCHEDULE 1 TO AMENDED AND RESTATED PLEDGE AGREEMENT
                         ---------------------------------------------------

                                          PLEDGE SECURITIES
                                          -----------------
<CAPTION>



GRANTOR: SVI SOLUTIONS, INC.
-------

                                                            Stock
Stock                                                    Certificate                                Percentage of
Issuer                                 Class of Stock       No(s)          Number of Shares           Ownership
------                                 --------------       -----          ----------------           ---------
<S>                                        <C>                <C>             <C>                       <C>
SVI Solutions, Inc.                        Common                             10,700,000
Sabica Ventures, Inc.                      Common             12                125,000                 100%
SVI Retail, Inc.                           Common             1                  1,500                  100%


GRANTOR: SABICA VENTURES, INC.
-------

                                                            Stock
Stock                                                    Certificate                                Percentage of
Issuer                                 Class of Stock       No(s)          Number of Shares           Ownership
------                                 --------------       -----          ----------------           ---------
SVI Training Products, Inc.                Common             1                   100                   100%

</TABLE>


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