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                                                                    EXHIBIT 10.5

                          TECHNOLOGY PURCHASE AGREEMENT

               made as of November 4, 1996 (Pacific Standard Time)

                                     between

               SVI HOLDINGS, INC., a Nevada corporation ("Buyer"),

                                       and

                       NEW HOPE TRADING LIMITED ("Seller")





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                          TECHNOLOGY PURCHASE AGREEMENT


         This Technology Purchase Agreement ("Agreement") is made as of November
4, 1996 (Pacific Standard Time), by SVI HOLDINGS, INC., a Nevada corporation or
its designee ("Buyer"), and NEW HOPE TRADING LIMITED ("Seller").

         1.       Recital.  This Agreement is made with reference to the 
following recital of essential facts:
                  1.1.  Seller desire to sell, and Buyer desires to purchase,
the Technology Assets (as defined below)

                  1.2.  The parties, intending to be legally bound, agree as set
forth below:

         2.       Definitions.    For purposes of this Agreement, the following
definitions shall apply:

                  2.1. "Breach" means a "Breach" of a representation, warranty,
covenant, obligation, or other provision of this Agreement or any instrument
delivered pursuant to this Agreement will be deemed to have occurred if there is
or has been any inaccuracy in or breach of, or any failure to perform or comply
with, such representation, warranty, covenant, obligation, or other provision.

                  2.2.  "Buyer" has the meaning  defined in the first paragraph
of this Agreement.

                  2.3.  "Closing" has the meaning defined in Section 3.3.

                  2.4. "Closing Date" shall have the same meaning as defined in
the Divergent Agreement (as defined below).

                  2.5. "Consent" means any approval, consent, ratification,
waiver, or other authorization (including any Governmental Authorization).

                  2.6.  "Contemplated Transactions" means all of the 
ransactions contemplated by this Agreement, including:

                           (a)  the sale of the Technology Assets to Buyer;

                           (b)  the performance by Buyer and Seller of their 
espective covenants and obligations under this Agreement; and

                           (c)  the sale of the Exchange Shares to Seller.

                  2.7. "Contract" means any agreement, contract, obligation,
promise, or undertaking (whether written or oral and whether express or implied)
that is legally binding.

                  2.8.  "Damages" has the meaning defined in Section 11.2.




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                  2.9.  "Divergent Agreement" has the meaning defined in Section
8.5.

                  2.9. "Encumbrance" means any charge, claim, community property
interest, condition, equitable interest, lien, option, pledge, security
interest, right of first refusal, or restriction of any kind, including any
restriction on use, voting, transfer, receipt of income, or exercise of any
other attribute of ownership.

                  2.10.  "Exchange Shares" has the meaning defined in Section 
3.2.

                  2.11. "Governmental Authorization" means any approval,
consent, license, permit, waiver, or other authorization issued, granted, given,
or otherwise made available by or under the authority of any Governmental Body
or pursuant to any Legal Requirement.

                  2.12.  "Governmental Body" means any:

                           (a)  nation, state, county, city, town, village,
district, or other jurisdiction of any nature;

                           (b)  federal, state, local, municipal, foreign, or
other government;

                           (c)  governmental or quasi-governmental authority of
any nature (including any governmental agency, branch, department, official, or
entity and any court or other tribunal);

                           (d)  multi-national organization or body; or

                           (e)  body exercising, or entitled to exercise, any 
administrative, executive, judicial, legislative, police, regulatory, or taxing
authority or power of any nature.

                  2.13. "Knowledge" means an individual will be deemed to have
"Knowledge" of a particular fact or other matter if such individual: (a) is
actually aware of such fact or other matter; or (b) has received written notice
of such fact or other matter.

                  2.14. "Legal Requirement" means any federal, state, local,
municipal, foreign, international, multinational, or other administrative order,
constitution, law, ordinance, principle of common law, regulation, statute, or
treaty.

                  2.15. "Order" means any award, decision, injunction, judgment,
order, ruling, subpoena, or verdict entered, issued, made, or rendered by any
court, administrative agency, or other Governmental Body or by any arbitrator.

                  2.16. "Organizational Documents" means (a) the articles and
memorandum or certificate of incorporation and the bylaws of a corporation; (b)
the partnership agreement and any statement of partnership of a general
partnership; (c) the limited partnership agreement and the certificate of
limited partnership of a limited partnership; (d) any charter or similar
document adopted or filed in connection with the creation, formation, or
organization of a Person; and (e) any




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amendment to any of the foregoing.

                  2.17. "Normal Course of Trading" means an action taken by a
Person will be deemed to have been taken in the "Normal Course of Trading" only
if:

                           (a)  such action is consistent with the past
practices of such Person and is taken in the ordinary course of the normal
day-to-day operations of such Person;

                           (b)  such action is not required to be authorized by
the board of directors of such Person (or by any Person or group of Persons
exercising similar authority); and

                           (c)  such action is similar in nature and magnitude 
to actions customarily taken, without any authorization by the board of
directors (or by any Person or group of Persons exercising similar authority),
in the ordinary course of the normal day-to-day operations of other Persons that
are in the same line of business as such Person.

                  2.18. "Person" means any individual, corporation (including
any non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization, labor union,
or other entity or Governmental Body.

                  2.19. "Proceeding" means any action, arbitration, audit,
hearing, investigation, litigation, or suit (whether civil, criminal,
administrative, investigative, or informal) commenced, brought, conducted, or
heard by or before, or otherwise involving, any Governmental Body or arbitrator.

                  2.20.  "Related Person" means with respect to a particular
individual:

                           (a)  each other member of such individual's Family;

                           (b)  any Person that is directly or indirectly
controlled by such individual or one or more members of such individual's
Family;

                           (c)  any Person in which such individual or members
of such individual's Family hold (individually or in the aggregate) a Material
Interest; and

                           (d)  any Person with respect to which such individual
or one or more members of such individual's Family serves as a director,
officer, partner, executor, or trustee (or in a similar capacity).

         With respect to a specified Person other than an individual:

                           (a)  any Person that directly or indirectly controls,
is directly or indirectly controlled by, or is directly or indirectly under
common control with such specified Person;

                           (b)  any Person that holds a Material Interest in
such specified Person;


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                           (c)  each Person that serves as a director, officer,
partner, executor, or trustee of such specified Person (or in a similar
capacity); (d) any Person in which such specified Person holds a Material
Interest;

                           (e)  any Person with respect to which such specified
Person serves as a general partner or a trustee (or in a similar capacity);

                           (h)  any Related Person of any individual described
in clause (b) or (c).

         For purposes of this definition, (a) the "Family" of an individual
includes (i) the individual, (ii) the individual's spouse, (iii) any other
natural person who is related to the individual or the individual's spouse
within the second degree, and (iv) any other natural person who resides with
such individual, and (b) "Material Interest" means (i) any right to appoint a
majority of the directors to the board of directors of another Person who is a
corporation, (ii) direct or indirect beneficial ownership of voting securities
or other voting interests representing at least 51% of the outstanding voting
power of a Person or equity securities, or (iii) other equity interests
representing at least 51% of the outstanding equity securities or equity
interests in a Person.

                  2.21. "Representative" means with respect to a particular
Person, any director, officer, employee, agent, consultant, advisor, or other
representative of such Person, including legal counsel, accountants, and
financial advisors.

                  2.22. "Securities Act" means the Securities Act of 1933 or any
successor law, and regulations and rules issued pursuant to that Act or any
successor law.

                  2.23.  "Seller" has the meaning defined in the first paragraph
of this Agreement.

                  2.24. "Tax Return" means any return (including any information
return), report, statement, schedule, notice, form, or other document or
information filed with or submitted to, or required to be filed with or
submitted to, any Governmental Body in connection with the determination,
assessment, collection, or payment of any tax or in connection with the
administration, implementation, or enforcement of or compliance with any Legal
Requirement relating to any tax.

                  2.25. "Technology Assets" means software programs, object and
source code, all associated products and know-how which together comprise
packages called "dOLFin" and "dPOSit" that enables retail, wholesale,
distribution, and/or manufacturing enterprises to conduct all their transactions
in an integrated, computerized environment and includes all intellectual
property rights of every kind in and to such programs, object and source code,
products and know-how but does not include the Australian rights to such
programs, object and source code, products and know-how.

                  2.26. "Threatened" means a claim, Proceeding, dispute, action,
or other matter will be deemed to have been "Threatened" if any demand or
statement has been made in writing or any notice has been given in writing, or
if any other event has occurred or any other circumstances exist, that would
lead a prudent Person to conclude that such a claim, Proceeding, dispute,
action, or other matter is likely to be commenced, taken, or otherwise pursued
in the future.


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                 2.27.  "Top-up Exchange Shares" has the meaning defined in
Section 3.6(b).

         3.  Sale and Transfer of Technology Assets; Closing; Additional
Agreements.

                  3.1. Technology Assets. Subject to the terms and conditions of
this Agreement, at the Closing, Seller will sell and transfer the Technology
Assets to Buyer or Buyer's designee, and Buyer or Buyer' designee will purchase
the Technology Assets from Seller.

                  3.2. Purchase Price. The purchase price (the "Purchase Price")
for the Technology Assets will be 1,300,000 shares of common stock of Buyer (the
"Exchange Shares").

                  3.3. Closing. The purchase and sale (the "Closing") provided
for in this Agreement will take place after all conditions specified in Sections
8 and 9 are satisfied or waived by the appropriate party and at the offices of
Solomon Ward Seidenwurm and Smith at 401 B Street, Suite 1200, San Diego,
California 92101, concurrently with the Closing of the Divergent Agreement.
Subject to the provisions of Section 10, failure to consummate the purchase and
sale provided for in this Agreement on the date and time and at the place
determined pursuant to this Section 3.3 will not result in the termination of
this Agreement and will not relieve any party of any obligation under this
Agreement.

                  3.4.  Closing Obligations.  At the Closing:

                           (a)  Seller will deliver to Buyer:

                                    (i)    a bill of sale and such other 
nstruments as may be necessary or desirable, in Buyer's sole discretion, for the
assignment and conveyance of marketable title to the Technology Assets to Buyer;

                                    (ii)    a certificate executed by the Seller
representing and warranting to Buyer that each of Seller's representations and
warranties in this Agreement was accurate in all respects as of the date of this
Agreement and is accurate in all respects as of the Closing Date as if made on
the Closing Date (giving full effect to any supplements to the Disclosure Letter
that were delivered by Seller to Buyer prior to the Closing Date in accordance
with Section 6.5); and

                                    (iii)   such other documents as may be
required pursuant to Section 8 below.

                           (b)  Subject to Seller's performing all its
obligations including, in accordance with Paragraph 3.4(a) above, Buyer will
deliver to Seller:

                                    (i)   certificates representing the Exchange
Shares pursuant to Section 3.2 above;

                                    (ii)  a certificate executed by Buyer to the
effect that, except as otherwise stated in such certificate, each of Buyer's
representations and warranties in this Agreement


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was accurate in all respects as of the date of this Agreement and is accurate in
all respects as of the Closing Date as if made on the Closing Date; and

                  3.5. Lock-up of Seller. Except upon the written consent of
Buyer, Seller agrees not to, directly or indirectly, offer, sell, transfer,
pledge, assign, hypothecate or otherwise, encumber the Exchange Shares or Top-up
Exchange Shares, or otherwise dispose of any interest therein under Rule 144 or
otherwise, for a period of not less than six (6) months following the date of
receipt of Purchase Price by Seller. An appropriate legend will be marked on the
face of the certificates representing the Exchange Shares and Top-up Exchange
Shares.

                  3.6.  Repurchase Agreement.

                           (a)  If the average of the closing bid and asked 
price of the Exchange Shares is less than Sixty United States Cents (U.S. $0.60)
for ten (10) consecutive trading days, at some future time within six (6) months
of the Closing Date, then, at Seller's option, to be exercised in writing within
ten (10) days of the occurrence, Buyer shall return to Seller the Technology
Assets in exchange for the Exchange Shares and refund of the Purchase Price
under the Divergent Agreement. Buyer shall not sell, encumber or otherwise deal
with or transfer or grant any interest in the Technology Assets until the period
within which Seller is to exercise such option has lapsed. Buyer also
acknowledges its obligation under the Divergent Agreement not to sell, encumber,
or otherwise deal with or transfer or grant any interest in the shares purchased
by Buyer pursuant to the Divergent Agreement until the period within which
Seller is to exercise such option has lapsed. Such restriction or transfer does
not preclude a transfer of such shares to a subsidiary of Buyer if the
subsidiary undertakes to comply with this agreement.

                           (b)  [Deleted]

                  3.7.  Piggyback Registration Rights.

                           (a)  Buyer shall promptly give to Seller written
notice of its decision to register any of its securities under the Act (other
than on SEC forms S-4 or S-8) and shall use its reasonable efforts to include in
such registration (and any related qualification under blue sky laws or other
compliance) and in any underwriting involved therein, any or all of the Exchange
Shares or Top-up Exchange Shares which Seller may specify in a written request
made within fifteen (15) days after receipt of the written notice from Buyer.

                           (b)  If, on the date six (6) months following the
Closing Date, Buyer has not registered the Exchange Shares, and the Top-up
Exchange Shares, then Buyer will register the Exchange Shares and the Top-up
Exchange Shares. (c) All registration expenses, except for filing fees, incurred
in connection with any registration, qualification or compliance including,
without limitation, printing expenses, fees and disbursements of counsel for
Buyer, blue sky fees and expenses, and the expense of any special audits or
accounting services incident to such registration shall be borne by Buyer.

         4.  Representations and Warranties of Seller.  Seller represents and
warrants to Buyer as


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follows:

                  4.1. Organization and Good Standing. Seller is a corporation
duly organized, validly existing, and in good standing under the laws of its
jurisdiction of incorporation, with full corporate authority to conduct its
business as it is now being conducted, and to own or use the properties and
assets that it purports to own or use. Seller is duly qualified to do business
under the laws of each jurisdiction where applicable law requires such
qualification. Seller shall provide Buyer with a copy of all its Organizational
Documents within 14 days after execution of this Agreement.

                  4.2.  Authority; No Conflict.

                           (a)  This Agreement constitutes the legal, valid, and
binding obligation of Seller, enforceable against Seller in accordance with its
terms. Seller has the absolute and unrestricted right, power, authority, and
capacity to execute and deliver this Agreement and to perform its obligations
under this Agreement.

                           (b)  Neither the execution and delivery of this
Agreement nor the consummation or performance of any of the Contemplated
Transactions will, directly or indirectly (with or without notice or lapse of
time):

                                    (i)    contravene, conflict with, or result
in a violation of (A) any provision of the Organizational Documents of Seller,
or (B) any resolution adopted by the board of directors or the shareholders of
Seller;

                                    (ii)    to the best of Seller's Knowledge,
contravene, conflict with, or result in a violation of, or give any Governmental
Body or other Person the right to challenge any of the Contemplated Transactions
or to exercise any remedy or obtain any relief under, any Legal Requirement or
any Order to which Seller, or the Technology Assets, may be subject;

                                    (iii)    to the best of Seller's Knowledge,
contravene, conflict with, or result in a violation of any of the terms or
requirements of, or give any Governmental Body the right to revoke, withdraw,
suspend, cancel, terminate, or modify, any Governmental Authorization that is
held by Seller that relates to the Contemplated Transactions;

                                    (iv)    result in the imposition or creation
of any Encumbrance upon or with respect to any of the assets owned or used by
Seller.

         Seller is not nor will be required to give any notice to or obtain any
Consent from any Person in connection with the execution and delivery of this
Agreement or the consummation or performance of any of the Contemplated
Transactions.

                  4.3. Title to Assets. Seller is, and as of the Closing Date
will be, the sole and absolute owner of the Technology Assets and has and will
have as of the Closing Date good and marketable title to the Technology Assets,
free and clear of any security interests, conditional sales agreements, liens,
claims, charges, reversions, reservations, restrictions, preferential rights of
purchase,


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encumbrances, encroachments, burdens or other defects of title. There has been
no grant, assignment or other transfer of any rights in the Technology Assets
other than in accordance with the written agreement between Seller and Divergent
Technologies, Pty., Ltd. to distribute the Technology Assets in Australia; a
true and unamended copy of which has been delivered to Buyer.

                  4.4. Legal Proceedings; Orders. There are no Proceedings by or
against Seller or that otherwise relates to or may affect the business of, or
any of the assets owned or used by, Seller and, to the best of Seller's
Knowledge, no such Proceeding has been Threatened or is pending.

                  4.5.  Intellectual Property.

                           (a)      Agreements.  To the best of Seller's
Knowledge, Schedule 1 to this Agreement contains a complete and accurate list
and summary description, including any royalties paid or received by Seller, of
all agreements and contracts relating to the Technology Assets to which Seller
is a party or by which Seller is bound. There are no outstanding and, to
Sellers' Knowledge, no Threatened disputes or disagreements with respect to any
such agreement.

                           (b)      Know-How.   To the best of Seller's
Knowledge, the Technology Assets include all know-how necessary for the use,
operation, marketing, sale, licensing, and further development of the Technology
Assets by Buyer.

                           (c)      Patents.  To the best of Seller's Knowledge,
Schedule 1 to this Agreement contains a complete and accurate list and summary
description of all patents related to or incorporated within the Technology
Assets. Seller is the owner of all right, title, and interest in and to each of
the patents, free and clear of all liens, security interests, charges,
encumbrances, equities, and other adverse claims. No such patent is infringed
or, to Seller's best Knowledge, no such patent infringes or is alleged to
infringe any patent of any third party.

                           (d)      Trademarks.  To the best of Seller's
Knowledge, Schedule 1 to this Agreement contains a complete and accurate list
and summary description of all trademarks, tradenames, and service marks used in
connection with the Technology Assets. Seller is the owner of all right, title,
and interest in and to each of such marks, free and clear of all liens, security
interests, charges, encumbrances, equities, and other adverse claims. No such
mark is infringed or, to Seller's best Knowledge, no such mark infringes or is
alleged to infringe any trade name, trademark, or service mark of any third
party.

                           (e)      Copyrights.  Schedule 1 to this Agreement
contains a complete and accurate list and summary description of all copyrights
used in connection with the Technology Assets. Seller is the owner of all right,
title, and interest in and to each of the copyrights, free and clear of all
liens, security interests, charges, encumbrances, equities, and other adverse
claims. To the best of Seller's Knowledge, no such copyright is infringed or
infringes or is alleged to infringe any copyright of any third party or is a
derivative work based on the work of a third party.

                           (6)      Trade Secrets.  The Technology Assets 
nclude all trade secrets, confidential information, customer lists, software,
technical information, data, process technology,


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plans, and drawings, materially necessary for the use, operation, marketing,
sale, licensing, and further development of the Technology Assets by Buyer.

                  4.6.  Disclosure.

                           (a)  To the best of Seller's Knowledge, no
representation or warranty of Seller in this Agreement omits to state a material
fact necessary to make the statements herein or therein, in light of the
circumstances in which they were made, not misleading. The exhibits and
schedules attached or prepared in connection with this Agreement are accurate
and complete and not misleading.

                           (b)  To the best of Seller's Knowledge, no notice
given pursuant to Section 6.5 will contain any untrue statement or omit to state
a material fact necessary to make the statements therein or in this Agreement,
in light of the circumstances in which they were made, not misleading.

                           (c)  To the best of Seller's Knowledge, there is no
fact known to any Seller that has specific application to the Technology Assets
and that materially adversely affects or, as far as any Seller can reasonably
foresee, materially threatens, the use, marketability, or value of the
Technology Assets.

                  4.7. Brokers or Finders. Except for a South African finder who
is entitled to receive compensation equal to one percent of the Purchase Price
from each of Buyer and Seller (for a total of two percent) for services
rendered, Seller and their agents have incurred no obligation or liability,
contingent or otherwise, for brokerage or finders' fees or agents' commissions
or other similar payment in connection with this Agreement.

                  4.8. Investment Intent. Seller is acquiring the Exchange
Shares and Top-up Exchange Shares, if any, for its own account and not with a
view to their distribution within the meaning of Section 2(11) of the Securities
Act.

                  4.9.  Seller is a Sophisticated and Accredited Investor.

                           (a)  Seller, or Seller's advisors (who are
unaffiliated with and who are not compensated by Buyer or an affiliate or agent
of Buyer, directly or indirectly) have such knowledge and experience in
financial, tax, and business matters in order (i) to enable Seller to use the
information made available to Seller in connection with the Contemplated
Transactions to fully evaluate the risks associated with such an investment,
(ii) to make an informed investment decision, and (iii) to protect Seller's
interest in connection with the Contemplated Transactions.

                           (b)  Seller is qualified as accredited investors as
such term is defined under the Securities Act.

         5.  Representations and Warranties of Buyer.  Buyer represents and 
warrants to Seller as follows:


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                  5.1. Organization and Good Standing. Buyer is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Nevada.

                  5.2.  Authority; No Conflict.

                           (a)  This Agreement constitutes the legal, valid, and
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms. Buyer has the absolute and unrestricted right, power, and authority to
execute and deliver this Agreement and to perform its obligations under this
Agreement.

                           (b)  Neither the execution and delivery of this
Agreement by Buyer nor the consummation or performance of any of the
Contemplated Transactions by Buyer will give any Person the right to prevent,
delay, or otherwise interfere with any of the Contemplated Transactions pursuant
to:

                                    (i)    any provision of Buyer's
Organizational Documents;

                                    (ii)    any resolution adopted by the board
of directors or the stockholders of Buyer;

                                    (iii)    any Legal Requirement or Order to
which Buyer may be subject; or

                                    (iv)    any Contract to which Buyer is a
party or by which Buyer may be bound.

         Except as set forth in Part 5.2 of the Disclosure Letter, Buyer is not
and will not be required to obtain any Consent from any Person in connection
with the execution and delivery of this Agreement or the consummation or
performance of any of the Contemplated Transactions.

                  5.3. Certain Proceedings. There is no pending Proceeding that
has been commenced against Buyer and that challenges, or may have the effect of
preventing, delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions. To Buyer's Knowledge, no such Proceeding has been
Threatened.

                  5.4. Brokers or Finders. Except for a South African finder who
is entitled to receive compensation equal to one percent of the Purchase Price
from each of Buyer and Seller (for a total of two percent) for services
rendered, Buyer and its officers and agents have incurred no obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement and will
indemnify and hold Seller harmless from any such payment alleged to be due by or
through Buyer as a result of the action of Buyer or its officers or agents.

         6.  Covenants of Seller Prior to Closing Date.


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                  6.1. Access and Investigation. Between the date of this
Agreement and the Closing Date, Seller will afford Buyer and its Representatives
and prospective lenders and their Representatives (collectively, "Buyer's
Advisors") full and free access to Seller's contracts, research and engineering
data, and books and records that relate in any way to the Technology Assets, and
other documents and data as Buyer may reasonably request.

                  6.2. Negative Covenant. Between the date of this Agreement and
the Closing Date, Seller shall not: (a) do or omit to do anything as a result of
which any representation or warranty of Seller set forth in this Agreement would
be untrue or misleading if given at any time before Closing; or (b) alter,
modify or amend its Organizational Documents.

                  6.3. Required Approvals. As promptly as practicable after the
date of this Agreement, Seller will make all filings required by Legal
Requirements to be made by them in order to consummate the Contemplated
Transactions. Between the date of this Agreement and the Closing Date, Seller
will cooperate with Buyer with respect to all filings that Buyer elects to make
or is required by Legal Requirements to make in connection with the Contemplated
Transactions.

                  6.4. Notification. Between the date of this Agreement and the
Closing Date, Seller will promptly notify Buyer in writing if Seller becomes
aware of any fact or condition that causes or constitutes a Breach of any of
Seller's representations and warranties as of the date of this Agreement, or if
such Seller becomes aware of the occurrence after the date of this Agreement of
any fact or condition that would (except as expressly contemplated by this
Agreement) cause or constitute a Breach of any such representation or warranty
had such representation or warranty been made as of the time of occurrence or
discovery of such fact or condition.

                  6.5. No Negotiation. Until such time, if any, as this
Agreement is terminated pursuant to Section 10, Seller will not, directly or
indirectly solicit, initiate, or encourage any inquiries or proposals from,
discuss or negotiate with, provide any non-public information to, or consider
the merits of any unsolicited inquiries or proposals from, any Person (other
than Buyer) relating to any transaction involving the sale or other transfer of
the Technology Assets.

                  6.6. Best Efforts. Between the date of this Agreement and the
Closing Date, Seller will use its Best Efforts to cause the conditions in
Sections 8 and 9 to be satisfied.

         7.  Covenant of Buyer Prior to Closing Date. Buyer will use its Best
Efforts to cause the conditions in Sections 8 and 9 to be satisfied.

         8. Conditions Precedent to Buyer's Obligation to Close. Buyer's
obligation to purchase the Technology Assets and to take the other actions
required to be taken by Buyer at the Closing is subject to the satisfaction, at
or prior to the Closing, of each of the following conditions (any of which may
be waived by Buyer, in whole or in part):

                  8.1. Accuracy of Representations. All of Seller's
representations and warranties in this Agreement (considered collectively), and
each of these representations and warranties (considered individually and
subject to qualifications set forth in such representations and warranties),


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must have been accurate in all material respects as of the date of this
Agreement, and must be accurate in all material respects as of the Closing Date
as if made on the Closing Date.

                  8.2. Seller's Performance. All of the covenants and
obligations that Seller is required to perform or to comply with pursuant to
this Agreement at or prior to the Closing (considered collectively), and each of
these covenants and obligations (considered individually), must have been duly
performed and complied with in all material respects.

                  8.3. No Proceedings. There must not have been commenced or
Threatened any proceeding (a) involving any challenge to, or seeking damages or
other relief in connection with, any of the Contemplated Transactions, or (b)
that may have the effect of preventing, delaying, making illegal, or otherwise
interfering with any of the Contemplated Transactions.

                  8.4. No Prohibition. Neither the consummation nor the
performance of any of the Contemplated Transactions will, directly or indirectly
(with or without notice or lapse of time), materially contravene, or conflict
with, or result in a material violation of, or cause Buyer or any Person
affiliated with Buyer to suffer any material adverse consequence under, (a) any
applicable Legal Requirement or Order, or (b) any Legal Requirement or Order
that has been published, introduced, or otherwise formally proposed by or before
any Governmental Body.

                  8.5.  Consummation of Divergent Technologies Pty, Ltd
Transaction. Buyer must have, either prior to or concurrently with the Closing,
consummated the purchase of Divergent Technologies Pty, Ltd Ordinary Shares
pursuant to that certain agreement among Buyer, Landreef Pty. Ltd. and Hookmond
Pty. Ltd. (the "Divergent Agreement").

                  8.6 [Deleted]

         9. Conditions Precedent to Seller's Obligation to Close. Seller's
obligation to sell the Technology Assets and to take the other actions required
to be taken by Seller at the Closing is subject to the satisfaction, at or prior
to the Closing, of each of the following conditions (any of which may be waived
by Seller, in whole or in part):

                  9.1. Accuracy of Representations. All of Buyer's
representations and warranties in this Agreement (considered collectively), and
each of these representations and warranties (considered individually), must
have been accurate in all material respects as of the date of this Agreement and
must be accurate in all material respects as of the Closing Date as if made on
the Closing Date.

                  9.2. Buyer's Performance. All of the covenants and obligations
that Buyer is required to perform or to comply with pursuant to this Agreement
at or prior to the Closing (considered collectively), and each of these
covenants and obligations (considered individually), must have been performed
and complied with in all material respects.

                  9.3.  No Injunction.  There must not be in effect any Legal
Requirement or any injunction or other Order that (a) prohibits the sale of the
Technology Assets by Seller to Buyer, and


                                       12
<PAGE>   14
(b) has been adopted or issued, or has otherwise become effective, since the
date of this Agreement.

                  9.4.  Consummation of Divergent Technologies, Pty. Ltd.
Transaction. The sale of shares pursuant to the Divergent Agreement must have
been consummated prior to or concurrently with the Closing.

         10.  Termination.

                  10.1.  Termination Events. This Agreement may, by notice given
prior to or at the Closing, be terminated:

                           (a)  by either Buyer or Seller if a material Breach
of any provision of this Agreement has been committed by the other party and
such Breach has not been waived or cured on or before fourteen (14) days after
written notice from the non-breaching party;

                           (b)  (i) by Buyer if any of the conditions in Section
8 have not been satisfied as of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the failure of Buyer to
comply with its obligations under this Agreement) and Buyer has not waived such
condition on or before the Closing Date; or (ii) by Seller, if any of the
conditions in Section 9 has not been satisfied of the Closing Date or if
satisfaction of such a condition is or becomes impossible (other than through
the failure of Seller to comply with its obligations under this Agreement) and
Seller has not waived such condition on or before the Closing Date;

                           (c)  by mutual consent of Buyer and Seller; or

                           (d)  by either Buyer or Seller if the Closing has not
occurred (other than through the failure of any party seeking to terminate this
Agreement to comply fully with its obligations under this Agreement) on or
before November 30, 1996, or such later date as the parties may agree upon.
10.2. Effect of Termination. Each party's right of termination under Section
10.1 is in addition to any other rights it may have under this Agreement or
otherwise, and the exercise of a right of termination will not be an election of
remedies. If this Agreement is terminated pursuant to Section 10.1, all further
obligations of the parties under this Agreement will terminate, provided,
however, that if this Agreement is terminated by a party because of the Breach
of the Agreement by the other party or because one or more of the conditions to
the terminating party's obligations under this Agreement is not satisfied as a
result of the other party's failure to comply with its obligations under this
Agreement, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired.

         11.  Indemnification; Remedies.

                  11.1. Survival. All representations, warranties, covenants,
and obligations in this Agreement, and any other certificate or document
delivered pursuant to this Agreement, will survive the Closing.


                                       13
<PAGE>   15
                  11.2. Indemnification and Payment of Damages by Seller. Seller
will indemnify and hold harmless Buyer for, and will pay to Buyer the amount of,
any loss, liability, claim, damage (including incidental and consequential
damages), expense (including costs of investigation and defense and reasonable
attorneys' fees) or diminution of value, whether or not involving a third-party
claim (collectively, "Damages"), arising, directly or indirectly, from or in
connection with:

                           (a)  any Breach of any representation or warranty
made by such Seller in this Agreement or any other certificate or document
delivered by Seller pursuant to this Agreement;

                           (b)  any Breach of any representation or warranty
made by such Seller in this Agreement as if such representation or warranty were
made on and as of the Closing Date; or

                           (c)  any Breach by such Seller of any covenant or
obligation of such Seller in this Agreement;

         The remedies provided in this Section 11.2 will not be exclusive of or
limit any other remedies that may be available to Buyer or the other Indemnified
Persons.

                  11.3. Indemnification and Payment of Damages by Buyer. Buyer
will indemnify and hold harmless Seller, and will pay to Seller the amount of
any Damages arising, directly or indirectly, from or in connection with (a) any
Breach of any representation or warranty made by Buyer in this Agreement or in
any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by
Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim
by any Person for brokerage or finder's fees or commissions or similar payments
based upon any agreement or understanding alleged to have been made by such
Person with Buyer (or any Person acting on its behalf) in connection with any of
the Contemplated Transactions.

                  11.4. Time Limitations. If the Closing occurs, Seller will
have no liability (for indemnification or otherwise) with respect to any
representation or warranty, or covenant or obligation to be performed and
complied with prior to the Closing Date, unless on or before the second
anniversary of the Closing Buyer notifies the Seller of a claim specifying the
factual basis of that claim in reasonable detail to the extent then known by
Buyer; a claim for indemnification or reimbursement not based upon any
representation or warranty or any covenant or obligation to be performed and
complied with prior to the Closing Date, may be made at any time. If the Closing
occurs, Buyer will have no liability (for indemnification or otherwise) with
respect to any representation or warranty, or covenant or obligation to be
performed and complied with prior to the Closing Date, unless on or before the
second anniversary of the Closing Seller notify Buyer of a claim specifying the
factual basis of that claim in reasonable detail to the extent then known by
Seller.

                  11.5.  Procedure for Indemnification--Third Party Claims.

                           (a)  Promptly after receipt by an indemnified party
under Section 11.2 or 11.3 of notice of the commencement of any Proceeding
against it, such indemnified party will, if a claim is to be made against an
indemnifying party under such Section, give notice to the indemnifying party of
the commencement of such claim, but the failure to notify the indemnifying party
will not relieve


                                       14
<PAGE>   16
the indemnifying party of any liability that it may have to any indemnified
party, except to the extent that the indemnifying party demonstrates that the
defense of such action is prejudiced by the indemnifying party's failure to give
such notice.

                           (b)  If any Proceeding referred to in Section 11.5(a)
is brought against an indemnified party and it gives notice to the indemnifying
party of the commencement of such Proceeding, the indemnifying party will,
unless the claim involves taxes, be entitled to participate in such Proceeding
and, to the extent that it wishes (unless (i) the indemnifying party is also a
party to such Proceeding and the indemnified party determines in good faith that
joint representation would be inappropriate, or (ii) the indemnifying party
fails to provide reasonable assurance to the indemnified party of its financial
capacity to defend such Proceeding and provide indemnification with respect to
such Proceeding), to assume the defense of such Proceeding with counsel
satisfactory to the indemnified party and, after notice from the indemnifying
party to the indemnified party of its election to assume the defense of such
Proceeding, the indemnifying party will not, as long as it diligently conducts
such defense, be liable to the indemnified party under this Section 11 for any
fees of other counsel or any other expenses with respect to the defense of such
Proceeding, in each case subsequently incurred by the indemnified party in
connection with the defense of such Proceeding, other than reasonable costs of
investigation. If the indemnifying party assumes the defense of a Proceeding,
(i) it will be conclusively established for purposes of this Agreement that the
claims made in that Proceeding are within the scope of and subject to
indemnification; (ii) no compromise or settlement of such claims may be effected
by the indemnifying party without the indemnified party's consent unless (A)
there is no finding or admission of any violation of Legal Requirements or any
violation of the rights of any Person and no effect on any other claims that may
be made against the indemnified party, and (B) the sole relief provided is
monetary damages that are paid in full by the indemnifying party; and (iii) the
indemnified party will have no liability with respect to any compromise or
settlement of such claims effected without its consent. If notice is given to an
indemnifying party of the commencement of any Proceeding and the indemnifying
party does not, within ten days after the indemnified party's notice is given,
give notice to the indemnified party of its election to assume the defense of
such Proceeding, the indemnifying party will be bound by any determination made
in such Proceeding or any compromise or settlement effected by the indemnified
party.

                           (c)  Notwithstanding the foregoing, if an indemnified
party determines in good faith that there is a reasonable probability that a
Proceeding may adversely affect it or its affiliates other than as a result of
monetary damages for which it would be entitled to indemnification under this
Agreement, the indemnified party may, by notice to the indemnifying party,
assume the exclusive right to defend, compromise, or settle such Proceeding, but
the indemnifying party will not be bound by any determination of a Proceeding so
defended or any compromise or settlement effected without its consent (which may
not be unreasonably withheld).

                           (d)  Seller and Buyer hereby consent to the non-
exclusive jurisdiction of any court in which a Proceeding is brought against any
Indemnified Person for purposes of any claim that an Indemnified Person may have
under this Agreement with respect to such Proceeding or the matters alleged
therein, and agree that process may be served on Seller with respect to such a
claim anywhere in the world.


                                       15
<PAGE>   17
                  11.6. Procedure for Indemnification--Other Claims. A claim for
indemnification for any matter not involving a third-party claim may be asserted
by notice to the party from whom indemnification is sought.

         12.  Covenant Not To Compete.

                  12.1. For a period of three years after the Closing Date, to
the extent permitted by applicable law:

                           (a)  Seller will not, directly or indirectly, engage
or invest in, own, manage, operate, finance, control, or participate in the
ownership, management, operation, or control of, be employed by, associated
with, or in any manner connected with, lend any Seller's name or any similar
name to, lend Seller's credit to, or render services or advice to, any business
in any country of the world within which Buyer does business whose products or
activities compete in whole or in part with the products or activities of
Seller; provided, however, that Seller may purchase or otherwise acquire up to
(but not more than) five percent (5%) of any class of securities of any
enterprise (but without otherwise participating in the activities of such
enterprise) if such securities are listed on any national or regional securities
exchange or have been registered under Section 12(g) of the Securities Exchange
Act of 1934. Seller agrees that this covenant is reasonable with respect to its
duration, geographical area, and scope.

                           (b)  Seller will not, directly or indirectly, either
for themselves or any other Person, (A) induce or attempt to induce any employee
of Buyer to leave the employ of Buyer, (B) in any way interfere with the
relationship between Buyer and any employee of Buyer, (C) employ, or otherwise
engage as an employee, independent contractor, or otherwise, any employee of
Buyer, or (D) induce or attempt to induce any customer, supplier, licensee, or
business relation of Buyer to cease doing business with Buyer, or in any way
interfere with the relationship between any customer, supplier, licensee, or
business relation of Buyer.

                           (c)  Seller will not, directly or indirectly, either
for themselves or any other Person, solicit the business of any Person known to
Seller to be a customer of Buyer, whether or not any Seller had personal contact
with such Person, unless Seller's solicitation of such Person is done in
connection with a business that is not competitive with that of Buyer.

                  12.2. In the event of a breach by Seller of any covenant set
forth in Subsection 12.1 of this Agreement, the term of such covenant will be
extended by the period of the duration of such breach.

                  12.3. Seller will not, at any time during or after the
three-year period, disparage Buyer, or any of their shareholders, directors,
officers, employees, or agents. Buyer may serve notice upon each such employer
that Seller is bound by this Agreement and furnish each such employer with a
copy of this Agreement or relevant portions thereof.

                  12.4. In addition to Buyer's right to damages and any other
rights it may have, to obtain injunctive or other equitable relief to restrain
any breach or threatened breach or otherwise to


                                       16
<PAGE>   18
specifically enforce the provisions of this Section Seller agrees that money
damages alone would be inadequate to compensate the Buyer and would be an
inadequate remedy for such breach.

                  12.5. If a court of competent jurisdiction holds that the
obligations of Seller pursuant to this covenant are unenforceable due to the
duration, geographical area and scope of this covenant, then such duration,
geographical area or scope of this covenant shall be reduced to the least degree
necessary to render this covenant enforceable.

         13.  General Provisions.

                  13.1. Expenses. Except as otherwise expressly agreed to by the
parties in writing, each party to this Agreement will bear expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the Contemplated Transactions, including the fees and expenses of agents,
representatives, counsel, and accountants. In the event of termination of this
Agreement, the obligation of each party to pay its own expenses will be subject
to any rights of such party arising from a breach of this Agreement by another
party.

                  13.2. Public Announcements. Any public announcement or similar
publicity with respect to this Agreement or the Contemplated Transactions will
be issued, if at all, at such time and in such manner as Buyer determines.

                  13.3. Confidentiality. Buyer and Seller will maintain in
confidence, and will cause the directors, officers, employees, agents, and
advisors of Buyer and Seller to maintain in confidence, any written, oral, or
other information obtained in confidence from another party in connection with
this Agreement or the Contemplated Transactions, unless (a) such information is
already known to such party or to others not bound by a duty of confidentiality
or such information becomes publicly available through no fault of such party,
(b) the use of such information is necessary or appropriate in making any filing
or obtaining any consent or approval required for the consummation of the
Contemplated Transactions, or (c) the furnishing or use of such information is
required by or necessary or appropriate in connection with legal proceedings.

         If the Contemplated Transactions are not consummated, each party will
return or destroy as much of such written information as the other party may
reasonably request. Whether or not the Closing takes place, Seller waive, and
will upon Buyer's request cause the Seller to waive, any cause of action, right,
or claim arising out of the access of Buyer or its representatives to any trade
secrets or other confidential information of the Seller except for the
intentional competitive misuse by Buyer of such trade secrets or confidential
information.

                  13.4. Notices. Each notice and other communication required or
permitted to be given under this Agreement ("Notice") must be in writing. Notice
is duly given to another party upon: (a) hand delivery to the other party, (b)
receipt by the other party when sent by facsimile to the address and number for
such party set forth below (provided, however, that the Notice is not effective
unless a duplicate copy of the facsimile Notice is promptly given by one of the
other methods permitted under this paragraph), (c) fourteen business days after
the Notice has been deposited with the United States postal service as first
class certified mail, return receipt requested,


                                       17
<PAGE>   19
postage prepaid, and addressed to the party as set forth below, or (d) the next
business day after the Notice has been deposited with a reputable overnight
delivery service, postage prepaid, addressed to the party as set forth below
with next-business-day delivery guaranteed, provided that the sending party
receives a confirmation of delivery from the delivery-service-provider.

         To Buyer:         Barry M. Schechter
                           Chief Executive Officer
                           SVI Holdings, Inc.
                           9364 Cabot Drive, Suite B
                           San Diego, CA 92126
                           Phone:  (619) 693-4344
                           Fax:  (619) 693-3518

         Copy to:          Norman L. Smith, Esq.
                           Solomon Ward Seidenwurm & Smith
                           401 B Street, Suite 1200
                           San Diego, CA 92101
                           Phone:  (619) 231-0303
                           Fax:  (619) 231-4755

         To Seller:        New Hope Trading Limited
                           Chemin Des Trois Portes 11
                           2006 Neuchatel, Switzerland
                           Phone: 413 824 9440
                           Fax:     413 824 6321

         Copy to:          Divergent Technologies Pty Ltd
                           Level 1, 35 Spring Street
                           Bondi Junction
                           Sydney, Australia NSW 2022
                           Phone:  612-389-3555
                           Fax:  612-387-7110

Each party shall make a reasonable, good faith effort to ensure that it will
accept or receive Notices to it that are given in accordance with this
paragraph. A party may change its address for purposes of this paragraph by
giving the other party(ies) written notice of a new address in the manner set
forth above.

                  13.5. Jurisdiction; Service of Process. Except as provided
below, all actions and proceedings arising in connection with this Agreement
must be tried and litigated exclusively in the State and Federal courts located
in the County of San Diego, State of California, which courts have personal
jurisdiction and venue over each of the parties to this Agreement for the
purpose of adjudicating all matters arising out of or related to this Agreement.
Each party authorizes and accepts service of process sufficient for personal
jurisdiction in any action against it as contemplated by this paragraph by
registered or certified mail, return receipt requested, postage prepaid, to its
address for the giving of notices set forth in this Agreement.


                                       18
<PAGE>   20
                  13.6. Further Assurances. Each party to this Agreement shall
execute and deliver all instruments and documents and take all actions as may be
reasonably required or appropriate to carry out the purposes of this Agreement.

                  13.7. Waiver. Any waiver of a default or provision under this
Agreement must be in writing. No such waiver constitutes a waiver of any other
default or provision concerning the same or any other provision of this
Agreement. No delay or omission by a party in the exercise of any of its rights
or remedies constitutes a waiver of (or otherwise impairs) such right or remedy.
A consent to or approval of an act does not waive or render unnecessary the
consent to or approval of any other or subsequent act.

                  13.8. Entire Agreement and Modification. This Agreement and
all documents specifically referred to and executed in connection with this
Agreement: (a) contain the entire and final agreement of the parties to this
Agreement with respect to the subject matter of this Agreement, and (b)
supersede all negotiations, stipulations, understandings, agreements,
representations and warranties, if any, with respect to such subject matter,
which precede or accompany the execution of this Agreement. This Agreement may
be modified only by a contract in writing executed by the party to this
Agreement against whom enforcement of the modification is sought.

                  13.9. Assignments, Successors, and No Third-Party Rights.
Seller may not voluntarily or by operation of law assign, hypothecate, delegate
or otherwise transfer or encumber all or any part of its rights, duties or other
interests in this Agreement without the prior written consent of Buyer, which
consent may be withheld in Buyer's sole and absolute discretion. Any such
transfer in violation of this paragraph is void. Subject to the foregoing and
any other restrictions on transferability contained in this Agreement, this
Agreement is binding upon and inures to the benefit of the
successors-in-interest and assigns of each party to this Agreement. Nothing in
this Agreement is intended to confer any rights or remedies on any person or
entity other than the parties to this Agreement and their respective
successors-in-interest and permitted assignees, unless such rights are expressly
granted in this Agreement to another person specifically identified as a "Third
Party Beneficiary."

                  13.10. Severability. Each provision of this Agreement is 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)
is or becomes invalid or unenforceable, the remainder of this Agreement, and the
application of such provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, are not affected by such invalidity
or unenforceability.

                  13.11. Section Headings, Construction. The headings of the
paragraphs 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.

                  13.12.  Time of Essence.  Time and strict and punctual
performance are of the essence with respect to each provision of this Agreement.


                                       19
<PAGE>   21
                  13.13. Governing Law. This Agreement is governed by and
construed in accordance with the laws of the State of California, irrespective
of California's choice-of-law principles.

                  13.14. Counterparts. This Agreement may be executed in
counterparts, each of which is deemed an original and all of which together
constitute one document. All exhibits attached to and referenced in this
Agreement are incorporated into this Agreement.

                  13.15. Arbitration. Any dispute, controversy or claim arising
out of or related to this Agreement shall be finally settled by arbitration in
accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce.

                           (a)  In the event of any conflict between these Rules
and this Section, the provisions of this Section will govern. The arbitration
shall take place in San Diego, California. The selection of an arbitrator shall
be approved by agreement between the parties to this Agreement or, if the
parties cannot so agree within 30 days after written notice by either party that
it intends to seek arbitration with respect to a particular dispute, such
arbitrator shall be appointed by Presiding Judge of the Superior Court for the
County of San Diego, California.

                           (b)  The arbitration shall be conducted in the
English language. Relevant documents in other languages shall be translated into
English if the arbitrators so direct. In arriving at their award, the
arbitrators shall make every effort to find a solution to the dispute in the
provisions of this Agreement and shall give full effect to all parts thereof. If
a solution cannot be found in the provisions of the Agreement, the arbitrators
shall apply the laws of the state of California. (c) The parties agree that
after either has filed a notice of demand for arbitration of any dispute subject
to arbitration under this Agreement, they shall, upon request, make discovery
and disclosure of all materials relevant to the subject of the dispute. The
arbitrators shall make the final determination as to any discovery disputes
between the parties. Examination of witnesses by the parties and by the
arbitrators shall be permitted. A written transcript of the hearing shall be
made and furnished to the parties. The cost of this transcript shall be borne
equally by the parties.

                           (d)  The arbitrators shall state the reasons upon 
which the award is based. The award of the arbitrators shall be final and
binding upon the parties. Judgment upon the award may be entered in any court
having jurisdiction. An application may be made to any such court for a judicial
acceptance of the award and an order for enforcement.

BUYER:                         SVI HOLDINGS, INC.,
                               a Nevada corporation
                               By:/s/Barry Schechter
                                  --------------------------
                                    Barry Schechter
                                    Chief Executive Officer

Seller:                        New Hope Trading Limited, a BVI corporation

                               By: /s/ M. Baskin
                                  --------------------------


                                       20
<PAGE>   22
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
     <S>  <C>                                                                                                   <C>
     1.  Recital..................................................................................................1

     2.  Definitions..............................................................................................1

     3.  Sale and Transfer of Technology Assets; Closing; Additional Agreements...................................5

         3.1.  Technology Assets..................................................................................5

         3.2.  Purchase Price.....................................................................................5

         3.3.  Closing............................................................................................5

         3.4.  Closing Obligations................................................................................5

         3.5.  Lock-up of Seller..................................................................................6

         3.6.  Repurchase Agreement...............................................................................6

         3.7.  Piggyback Registration Rights......................................................................6

     4.  Representations and Warranties of Seller.................................................................7

         4.1.  Organization and Good Standing.....................................................................7

         4.2.  Authority; No Conflict.............................................................................7

         4.3.  Title to Assets....................................................................................8

         4.4.  Legal Proceedings; Orders..........................................................................8

         4.5.  Intellectual Property..............................................................................8

         4.6.  Disclosure.........................................................................................9

         4.7.  Brokers or Finders.................................................................................9

         4.8.  Investment Intent..................................................................................9

         4.9.  Seller is a Sophisticated and Accredited Investor..................................................9

     5.  Representations and Warranties of Buyer.................................................................10
</TABLE>

                                     i
<PAGE>   23
<TABLE>
     <S>  <C>                                                                                                   <C>
         5.1.  Organization and Good Standing....................................................................10

         5.2.  Authority; No Conflict............................................................................10

         5.3.  Certain Proceedings...............................................................................10

         5.4.  Brokers or Finders................................................................................11

     6.  Covenants of Seller Prior to Closing Date...............................................................11

         6.1.  Access and Investigation..........................................................................11

         6.2.  Negative Covenant.................................................................................11

         6.3.  Required Approvals................................................................................11

         6.4.  Notification......................................................................................11

         6.5.  No Negotiation....................................................................................11

         6.6.  Best Efforts......................................................................................11

     7.  Covenant of Buyer Prior to Closing Date.................................................................12

     8.  Conditions Precedent to Buyer's Obligation to Close.....................................................12

         8.1.  Accuracy of Representations.......................................................................12

         8.2.  Seller's Performance..............................................................................12

         8.3.  No Proceedings....................................................................................12

         8.4.  No Prohibition....................................................................................12

         8.5.  Consummation of Divergent Technologies Pty, Ltd Transaction.......................................12

         8.6  Disclosure Letter..................................................................................12

     9.  Conditions Precedent to Seller's Obligation to Close....................................................12

         9.1.  Accuracy of Representations.......................................................................13

         9.2.  Buyer's Performance...............................................................................13
</TABLE>


                                       ii
<PAGE>   24
<TABLE>
    <S>  <C>                                                                                                    <C>
         9.3.  No Injunction.....................................................................................13

         9.4.  Consummation of Divergent Technologies, Pty. Ltd. Transaction.....................................13

     10.  Termination............................................................................................13

         10.1.  Termination Events...............................................................................13

         10.2.  Effect of Termination............................................................................14

     11.  Indemnification; Remedies..............................................................................14

         11.1.  Survival.........................................................................................14

         11.2.  Indemnification and Payment of Damages by Seller.................................................14

         11.3.  Indemnification and Payment of Damages by Buyer..................................................14

         11.4.  Time Limitations.................................................................................15

         11.5.  Procedure for Indemnification--Third Party Claims................................................15

         11.6.  Procedure for Indemnification--Other Claims......................................................16

     12.  Covenant Not To Compete................................................................................16

     13.  General Provisions.....................................................................................17

         13.1.  Expenses.........................................................................................17

         13.2.  Public Announcements.............................................................................17

         13.3.  Confidentiality..................................................................................17

         13.4.  Notices..........................................................................................18

         13.5.  Jurisdiction; Service of Process.................................................................19

         13.6.  Further Assurances...............................................................................19

         13.7.  Waiver...........................................................................................19

         13.8.  Entire Agreement and Modification................................................................19

         13.9.  Assignments, Successors, and No Third-Party Rights...............................................19
</TABLE>

                                      iii
<PAGE>   25
<TABLE>
    <S>  <C>                                                                                               <C>
         13.10.  Severability....................................................................................20

         13.11.  Section Headings, Construction..................................................................20

         13.12.  Time of Essence.................................................................................20

         13.13.  Governing Law...................................................................................20

         13.14.  Counterparts....................................................................................20

         13.15.  Arbitration.....................................................................................20
</TABLE>
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