<PAGE>

EXHIBIT 10.23

                               SVI HOLDINGS, INC.
                             12707 High Bluff Drive
                                    Suite 335
                               San Diego, CA 92130

                                                              March 1, 2001



VIA FACSIMILE
-------------

AMRO INTERNATIONAL, S.A.
C/o Ultra Finance
Grossmunsterplatz 6
P.O. Box 4401
Zurich CH-8022 Switzerland
Attn: H.U. Bachofen

EPSTEIN BECKER & GREEN, P.C.
250 Park Avenue
New York, New York 10177
Attn: Robert Charron

CORPORATE STOCK TRANSFER
3200 Cherry Creek Drive South, Suite 430
Denver, Colorado 80209
Attn: Carylyn Bell

                  Re:  AMRO International, S.A. Common Stock Purchase Agreement
                       --------------------------------------------------------

Ladies and Gentlemen:

                  Reference is made to that certain Common Stock Purchase
Agreement (the "Purchase Agreement"), dated March 13, 2000, between SVI
Holdings, Inc. (the "Company") and AMRO International, S.A. (the "Investor") and
Section 3(e) of the Registration Rights Agreement (the "Registration Rights
Agreement") of the same date and between the same parties, whereby the Company
has accrued liquidated damages payable to the Investor in the amount of $286,000
(the "Liquidated Damages"). In consideration of the covenants and mutual
promises contained herein and other good and valuable consideration, the receipt
and legal sufficiency of which are hereby acknowledged and intending to be
legally bound hereby, the parties agree as follows:

                  1. PURCHASE OF COMMON STOCK. The Investor hereby agrees to
         release the Company from any further liabilities for the Liquidated
         Damages and pay the Company, in cash, $214,000, and the Company hereby
         agrees to issue to the Investor 500,000 shares of the Company's common
         stock ("Common Stock"), par value $0.0001 per share (the "Letter
         Shares"). The parties hereto agree to amend the Purchase Agreement to
         include the Letter Shares and the Warrant Shares (as defined below) in
         the definition of Shares therein.

<PAGE>

AMRO/EBG/CST
March 1, 2001
Page 2


                  2. WARRANT. The Company shall issue to the Investor a warrant
         to purchase up to 107,000 shares of Common Stock, with an exercise
         price of $1.50, in the form of EXHIBIT A attached hereto (the
         "Warrant"). The shares of Common Stock issued upon the exercise of the
         Warrant (the "Warrant Shares") shall be registered on the Registration
         Statement (as defined below).

                  3. CLOSING. The transaction contemplated hereunder shall occur
         through escrow pursuant to the Escrow Agreement, dated March 13, 2000,
         between the Company and the Investor, except that for purposes of the
         Letter Shares and the Warrant only, Article 1 of the Escrow Agreement
         shall be restated in its entirety as follows:

                  Within three (3) Trading Days from the date hereof, the
                  Investor shall send $214,000 (the "Funds") to the Escrow Agent
                  and the Company shall deliver the Letter Shares and Warrant,
                  issued to the Investor, to the Escrow Agent. Upon receipt of
                  the aforementioned items, the Escrow Agent shall, within two
                  (2) Trading Days, wire the Funds as directed by the Company
                  and deliver the Letter Shares and the Warrant to the Investor.

                  4. REGISTRATION OF COMMON STOCK. The Company shall register
         the Letter Shares and Warrant Shares under the Securities Act of 1933,
         as amended (the "Act"), at the sole expense of the Company, so as to
         permit a public offering and resale of the Letter Shares under the Act
         by the Investors on a registration statement (the "Registration
         Statement") by filing the Registration Statement with the SEC on the
         earlier of (i) the date the Company files its next registration
         statement on which it may register the Letter Shares and Warrant
         Shares, or (ii) one hundred ninety-five (195) calendar days from the
         date hereof. The Company shall take all commercially reasonable steps
         to cause the Registration Statement to be declared effective as quickly
         as possible thereafter and to maintain the effectiveness of the
         Registration Statement for a period of at least two (2) years after the
         effective date of the Registration Statement. The failure of the
         Company to meet the aforementioned time limitation shall constitute a
         Registration Default under the Registration Rights Agreement and
         subject to the Company to liquidated damages as set forth in Section
         3(e) therein.

                  5. NO SHORT SALES. From the date hereof until the effective
         date of the Registration Statement, the Investor and its affiliates
         shall not engage in short sales of the Company's Common Stock (as
         defined in applicable SEC and NASD rules).

                  6. RESTRICTION ON SALES OF LETTER SHARES. On any Trading Day
         after the effective date of the Registration Statement, the Investor
         shall not sell more than 1/20th of the total trading volume during the
         22 Trading Days immediately prior to such Trading Day without the
         consent of the Company, which consent shall not be unreasonably
         withheld.

<PAGE>

AMRO/EBG/CST
March 1, 2001
Page 3


                  7. INSTRUCTIONS TO TRANSFER AGENT. The Company hereby agrees
         and acknowledges to the transfer agent for its Common Stock (the
         "Transfer Agent") that the Letter Shares and Warrant Shares are subject
         to the Instructions to Transfer Agent, dated March 13, 2000, issued to
         it by the Company (the "Instructions") and, subject to the terms and
         conditions contained therein, hereby instructs the Transfer Agent to
         deliver to the Investor the Letter Shares and Warrant Shares issuable
         pursuant to this letter. The Company and the Transfer Agent acknowledge
         and agree that the Investors are each an express third party
         beneficiary of these instructions and shall be entitled to rely upon,
         and enforce, the provisions hereof. These instructions shall be issued,
         with the Instructions, to any substitute or replacement transfer agent
         for the Common Stock upon the Company's appointment of any such
         substitute or replacement transfer agent. These instructions shall be
         irrevocable by the Company from and after the date hereof and from and
         after the issuance hereof to any such substitute or replacement
         transfer agent, as the case may be.

                  Except as specifically amended by the terms of this letter,
the Purchase Agreement and its exhibits thereto shall remain unmodified and in
full force and effect, and shall not be in anyway changed, modified or
superseded by the terms set forth herein. All terms used but not defined in this
letter shall have the meanings set forth in the Purchase Agreement.

                  This letter may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument and shall
become effective when counterparts have been signed by each party and delivered
to the other parties hereto, it being understood that all parties need not sign
the same counterpart. Execution may be made by delivery by facsimile.


                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

AMRO/EBG/CST
March 1, 2001
Page 4


                  If the foregoing correctly sets forth our understanding and
agreement, please so indicate by signing where indicated below.

                                         Very Truly Yours,

                                         SVI HOLDINGS, INC.


                                         By: /s/ Barry Schechter
                                             ----------------------------------
                                             Barry Schechter, Chairman



ACCEPTED AND AGREED TO:

         AMRO INTERNATIONAL, S.A.


         By: /s/ H.U. Bachofen
             -------------------------------------------------
             H.U. Bachofen, Director

         EPSTEIN BECKER & GREEN, P.C.


         By: /s/ Robert F. Charron
             -------------------------------------------------
             Robert F. Charron, Authorized Signatory

         CORPORATE STOCK TRANSFER

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

<PAGE>

                                                                       EXHIBIT A

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION D AND
SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON
EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE LAWS. THIS WARRANT MAY
NOT BE EXERCISED BY OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE, AS
REQUIRED BY REGULATION D.



                             STOCK PURCHASE WARRANT


                  To Purchase 107,000 Shares of Common Stock of

                               SVI HOLDINGS, INC.

                  THIS CERTIFIES that, for value received, AMRO International,
S.A. (the "Holder"), is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after
February 28, 2001 (the "Initial Exercise Date") and on or prior to the close of
business on February 27, 2003 (the "Termination Date") but not thereafter, to
subscribe for and purchase from SVI Holdings, Inc., a corporation incorporated
in the State of Delaware (the "Company"), up to 107,000 shares (the "Warrant
Shares") of Common Stock, $0.0001 par value per share, of the Company (the
"Common Stock"). The purchase price of one share of Common Stock (the "Exercise
Price") under this Warrant shall be $1.50. The Exercise Price and the number of
Warrant Shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Common Stock Purchase
Agreement (the "Purchase Agreement"), dated March 13, 2000, between the Company
and the Holder. 1.

                                       1
<PAGE>

                  1. TITLE TO WARRANT. Prior to the Termination Date and subject
to compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder in person or by duly authorized attorney, upon surrender of this Warrant
together with the Assignment Form annexed hereto properly endorsed.

                  2. AUTHORIZATION OF SHARES. The Company covenants that all
Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

                  3. EXERCISE OF WARRANT.

                  (a) Except as provided in Section 4 herein, exercise of the
         purchase rights represented by this Warrant may be made at any time or
         times on or after the Initial Exercise Date and on or before the close
         of business on the Termination Date by the surrender of this Warrant
         and the Notice of Exercise Form annexed hereto duly executed, at the
         office of the Company (or such other office or agency of the Company as
         it may designate by notice in writing to the registered Holder at the
         address of such Holder appearing on the books of the Company) and upon
         payment of the Exercise Price of the shares thereby purchased by wire
         transfer or cashier's check drawn on a United States bank, or by means
         of a cashless exercise, the Holder shall be entitled to receive a
         certificate for the number of Warrant Shares so purchased. Certificates
         for shares purchased hereunder shall be delivered to the Holder within
         three (3) Trading Days after the date on which this Warrant shall have
         been exercised as aforesaid. This Warrant shall be deemed to have been
         exercised and such certificate or certificates shall be deemed to have
         been issued, and Holder or any other person so designated to be named
         therein shall be deemed to have become a holder of record of such
         shares for all purposes, as of the date the Warrant has been exercised
         by payment to the Company of the Exercise Price and all taxes required
         to be paid by the Holder, if any, pursuant to Section 5 prior to the
         issuance of such shares, have been paid.

                  (b) If this Warrant shall have been exercised in part, the
         Company shall, at the time of delivery of the certificate or
         certificates representing Warrant Shares, deliver to Holder a new
         Warrant evidencing the rights of Holder to purchase the unpurchased
         Warrant Shares called for by this Warrant, which new Warrant shall in
         all other respects be identical with this Warrant.

                  (c) This Warrant shall also be exercisable by means of a
         "cashless exercise" in which the Holder shall be entitled to receive a
         certificate for the number of Warrant Shares equal to the quotient
         obtained by dividing [(A-B) (X)] by (A), where:

                  (A) = the average of the high and low trading prices per share
                  of Common Stock on the Trading Day preceding the date of such
                  election on the Nasdaq Stock Market, or if the Common Stock is
                  not traded on the Nasdaq Stock Market, the then Principal
                  Market in terms of volume;

                                       2
<PAGE>

                  (B) = the Exercise Price of this Warrant; and

                  (X) = the number of Warrant Shares issuable upon exercise of
                  this Warrant in accordance with the terms of this Warrant and
                  the Notice of Exercise.

                  (d) Notwithstanding anything herein to the contrary, in no
         event shall the Holder be permitted to exercise this Warrant for
         Warrant Shares to the extent that (i) the number of shares of Common
         Stock owned by such Holder (other than Warrant Shares issuable upon
         exercise of this Warrant) plus (ii) the number of Warrant Shares
         issuable upon exercise of this Warrant, would be equal to or exceed
         9.9% of the number of shares of Common Stock then issued and
         outstanding, including shares issuable upon exercise of this Warrant
         held by such Holder after application of this Section 3(d). As used
         herein, beneficial ownership shall be determined in accordance with
         Section 13(d) of the Exchange Act. To the extent that the limitation
         contained in this Section 3(d) applies, the determination of whether
         this Warrant is exercisable (in relation to other securities owned by
         the Holder) and of which a portion of this Warrant is exercisable shall
         be in the sole discretion of such Holder, and the submission of a
         Notice of Exercise shall be deemed to be such Holder's determination of
         whether this Warrant is exercisable (in relation to other securities
         owned by such Holder) and of which portion of this Warrant is
         exercisable, in each case subject to such aggregate percentage
         limitation, and the Company shall have no obligation to verify or
         confirm the accuracy of such determination. Nothing contained herein
         shall be deemed to restrict the right of a Holder to exercise this
         Warrant into Warrant Shares at such time as such exercise will not
         violate the provisions of this Section 3(d). The provisions of this
         Section 3(d) may be waived by the Holder upon, at the election of the
         Holder, with not less than 61 days' prior notice to the Company, and
         the provisions of this Section 3(d) shall continue to apply until such
         61st day (or such later date as may be specified in such notice of
         waiver). No exercise of this Warrant in violation of this Section 3(d)
         but otherwise in accordance with this Warrant shall affect the status
         of the War-rant Shares as validly issued, fully-paid and nonassessable.

                  (e) Commencing at any time after the date of the issuance of
         this Warrant, if (1) the closing bid price of the Common Shares on the
         Principal Market for any 20 consecutive trading days exceeds $2.00 (a
         "Trigger Period"), and (2) the Warrant Shares are either registered for
         resale pursuant to an effective registration statement naming the
         Holder as a selling shareholder thereunder or freely transferable
         without volume restrictions pursuant to Rule 144(k) promulgated under
         the Securities Act, as determined by counsel to the Company pursuant to
         a written opinion letter addressed and in form and substance acceptable
         to the Holder and the transfer agent for the Common Shares, then the
         Company shall have the right given not less than 5 Trading Days after
         the conclusion of any such Trigger Period (the "Call Notice"), to call
         all of the then issuable Warrant Shares at a price of $0.01 per Warrant
         Share (the "Call Price"), on the date set forth in the Call Notice, but
         in no event earlier than 30 days following the date of the receipt by
         the Holder of the Call Notice (the "Call Date"). The Holder may
         exercise this Warrant at any time prior to the Call Date. Any portion
         of this Warrant not exercised by 12 p.m. (Eastern Standard or Eastern

                                       3
<PAGE>

         Daylight Time) on the Call Date shall no longer be exercisable and
         shall be returned to the Company (and, if not so returned, shall
         automatically be deemed canceled), and the Company, upon its receipt of
         the unexercised portion of this Warrant shall issue therefor in full
         and complete satisfaction of its obligations under such remaining
         portion of this Warrant to the Holder an amount equal to the number of
         Common Shares then issuable hereunder multiplied by the Call Price. The
         Call Price shall be mailed to such Holder at its address of record, and
         the Warrant shall be canceled.

                  4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

                  5. CHARGES, TAXES AND EXPENSES. Issuance of certificates for
Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; PROVIDED, HOWEVER, that in the event
certificates for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder; and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

                  6. CLOSING OF BOOKS. The Company will not close its
stockholder books or records in any manner which prevents the timely exercise of
this Warrant.

                  7. TRANSFER, DIVISION AND COMBINATION.

                  (a) Subject to compliance with any applicable securities laws,
         transfer of this Warrant and all rights hereunder, in whole or in part,
         shall be registered on the books of the Company to be maintained for
         such purpose, upon surrender of this Warrant at the principal office of
         the Company, together with a written assignment of this Warrant
         substantially in the form attached hereto duly executed by the Holder
         or its agent or attorney and funds sufficient to pay any transfer taxes
         payable upon the making of such transfer. In the event that the Holder
         wishes to transfer a portion of this Warrant, the Holder shall transfer
         at least 100,000 shares underlying this Warrant to any such transferee.
         Upon such surrender and, if required, such payment, the Company shall
         execute and deliver a new Warrant or Warrants in the name of the
         assignee or assignees and in the denomination or denominations
         specified in such instrument of assignment, and shall issue to the
         assignor a new Warrant evidencing the portion of this Warrant not so
         assigned, and this Warrant shall promptly be cancelled. A Warrant, if
         properly assigned, may be exercised by a new holder for the purchase of
         Warrant Shares without having a new Warrant issued. Notwithstanding the
         above, the Holder shall not transfer this Warrant or any rights
         hereunder to any person or entity which is then engaged in a business
         that is in the reasonable judgment of the Company is in direct
         competition with the Company.

                                       4
<PAGE>

                  (b) This Warrant may be divided or combined with other
         Warrants upon presentation hereof at the aforesaid office of the
         Company, together with a written notice specifying the names and
         denominations in which new Warrants are to be issued, signed by the
         Holder or its agent or attorney. Subject to compliance with Section
         7(a), as to any transfer which may be involved in such division or
         combination, the Company shall execute and deliver a new Warrant or
         Warrants in exchange for the Warrant or Warrants to be divided or
         combined in accordance with such notice.

                  (c) The Company shall prepare, issue and deliver at its own
         expense (other than transfer taxes) the new Warrant or Warrants under
         this Section 7.

                  (d) The Company agrees to maintain, at its aforesaid office,
         books for the registration and the registration of transfer of the
         Warrants.

                  8. NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE. This Warrant does
not entitle the Holder to any voting rights or other rights as a shareholder of
the Company prior to the exercise hereof. Upon the surrender of this Warrant and
the payment of the aggregate Exercise Price or by means of a cashless exercise,
the Warrant Shares so purchased shall be and be deemed to be issued to such
Holder as the record owner of such shares as of the close of business on the
later of the date of such surrender or payment.

                  9. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it
(which shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.

                  10. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday. Sunday or legal holiday.

                  11. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES. (a) STOCK SPLITS. ETC. The number and kind of securities purchasable
upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the happening of any of the following. In case
the Company shall (i) pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock to holders of its outstanding Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (iv) issue any shares of its
capital stock in a reclassification of the Common Stock, then the number of
Warrant Shares purchasable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to receive the
kind and number of Warrant Shares or other securities of the Company which it
would have owned or have been entitled to receive had such Warrant been
exercised in advance thereof. Upon each such adjustment of the kind and number

                                       5
<PAGE>

of Warrant Shares or other securities of the Company which are purchasable
hereunder, the Holder shall thereafter be entitled to purchase the number of
Warrant Shares or other securities resulting from such adjustment at an Exercise
Price per Warrant Share or other security obtained by multiplying the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares purchasable pursuant hereto immediately prior to such adjustment and
dividing by the number of Warrant Shares or other securities of the Company
resulting from such adjustment. An adjustment made pursuant to this paragraph
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.

                  12. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
DISPOSITION OF ASSETS. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

                  13. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may at
any time during the term of this Warrant reduce the then current Exercise Price
to any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.

                                       6
<PAGE>

                  14. NOTICE OF ADJUSTMENT. Whenever the number of Warrant
Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall promptly mail by registered or certified mail, return receipt
requested, to the Holder notice of such adjustment or adjustments setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting, forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. Such notice, in the absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment.

                  15. NOTICE OF CORPORATE ACTION. If at any time:

                  (a) the Company shall take a record of the holders of its
         Common Stock for the purpose of entitling them to receive a dividend or
         other distribution, or any right to subscribe for or purchase any
         evidences of its indebtedness, any shares of stock of any class or any
         other securities or property, or to receive any other right, or

                  (b) there shall be any capital reorganization of the Company,
         any reclassification or recapitalization of the capital stock of the
         Company or any consolidation or merger of the Company with, or any
         sale, transfer or other disposition of all or substantially all the
         property, assets or business of the Company to, another corporation or,

                  (c) there shall be a voluntary or involuntary dissolution,
         liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

                                       7
<PAGE>

                  16. AUTHORIZED SHARES. The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under this
Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

                  The Company shall not by any action, including, without
limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

                  Before taking any action which would result in an adjustment
in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

                  17. MISCELLANEOUS.

                  (a) JURISDICTION. This Warrant shall constitute a contract
         under the laws of California, without regard to its conflict of law,
         principles or rules, and be subject to arbitration pursuant to the
         terms set forth in the Purchase Agreement.

                  (b) RESTRICTIONS. The Holder acknowledges that the Warrant
         Shares acquired upon the exercise of this Warrant, if not registered,
         will have restrictions upon resale imposed by state and federal
         securities laws.

                  (c) NONWAIVER AND EXPENSES. No course of dealing or any delay
         or failure to exercise any right hereunder on the part of Holder shall
         operate as a waiver of such right or otherwise prejudice Holder's
         rights, powers or remedies, notwithstanding all rights hereunder
         terminate on the Termination Date. If the Company willfully and
         knowingly fails to comply with any provision of this Warrant, which
         results in any material damages to the Holder, the Company shall pay to
         Holder such amounts as shall be sufficient to cover any costs and
         expenses including, but not limited to, reasonable attorneys' fees,
         including those of appellate proceedings, incurred by Holder in
         collecting any amounts due pursuant hereto or in otherwise enforcing
         any of its rights, powers or remedies hereunder.

                                       8
<PAGE>

                  (d) NOTICES. Any notice, request or other document required or
         permitted to be given or delivered to the Holder by the Company shall
         be delivered in accordance with the notice provisions of the Purchase
         Agreement.

                  (e) LIMITATION OF LIABILITY. No provision hereof, in the
         absence of affirmative action by Holder to purchase Warrant Shares, and
         no enumeration herein of the rights or privileges of Holder, shall give
         rise to any liability of Holder for the purchase price of any Common
         Stock or as a stockholder of the Company, whether such liability is
         asserted by the Company or by creditors of the Company.

                  (f) REMEDIES. Holder, in addition to being entitled to
         exercise all rights granted by law, including recovery of damages, will
         be entitled to specific performance of its rights under this Warrant.
         The Company agrees that monetary damages would not be adequate
         compensation for any loss incurred by reason of a breach by it of the
         provisions of this Warrant and hereby agrees to waive the defense in
         any action for specific performance that a remedy at law would be
         adequate.

                  (g) SUCCESSORS AND ASSIGNS. Subject to applicable securities
         laws, this Warrant and the rights and obligations evidenced hereby
         shall inure to the benefit of and be binding upon the successors of the
         Company and the successors and permitted assigns of Holder. The
         provisions of this Warrant are intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be enforceable by
         any such Holder or holder of Warrant Shares.

                  (h) AMENDMENT. This Warrant may be modified or amended or the
         provisions hereof waived with the written consent of the Company and
         the Holder.

                  (i) SEVERABILITY. Wherever possible, each provision of this
         Warrant shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating the remainder of such provisions or the remaining
         provisions of this Warrant.

                  (j) HEADINGS. The headings used in this Warrant are for the
         convenience of reference only and shall not, for any purpose, be deemed
         a part of this Warrant.

                                       9
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated: March 1, 2001

                                       SVI HOLDINGS, INC.




                                       By:
                                          -------------------------------------
                                                Barry Schechter, Chairman

                                       10
<PAGE>

                               NOTICE OF EXERCISE


To:      SVI Holdings, Inc.


                  (1) The undersigned hereby elects to purchase ___________
Warrant Shares (the "Common Stock"), of SVI Holdings, Inc. pursuant to the terms
of the attached Warrant, and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any.

                  (2) Please issue a certificate or certificates representing
said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


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

The Warrant Shares shall be delivered to the following:

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

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

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



                                       [HOLDER]


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

                                       Dated:
                                              ---------------------------------

                                       1
<PAGE>


                   NOTICE OF EXERCISE OF COMMON STOCK WARRANT
                    PURSUANT TO CASHLESS EXERCISE PROVISIONS



To: SVI Holdings, Inc.

Aggregate Price of Warrant Before Exercise: $____________
Aggregate Price Being Exercised: $____________
Exercise Price: $____________ per share
Number of Shares of Common Stock to be Issued Under this Notice: ____________
Remaining Aggregate Price (if any) After Issuance: $____________


Gentlemen:

                  The undersigned, registered Holder of the Warrant delivered
herewith, hereby irrevocably exercises such Warrant for, and purchases
thereunder, shares of the Common Stock of SVI Holdings, Inc., a Delaware
corporation, as provided below. Capitalized terms used herein, unless otherwise
defined herein, shall have the meanings given in the Warrant. The portion of the
Exercise Price (as defined in the Warrant) to be applied toward the purchase of
Common Stock pursuant to this Notice of Exercise is ________, thereby leaving a
remaining Exercise Price (if any) equal to $_________. Such exercise shall be
pursuant to the cashless exercise provisions of Section 3 of the Warrant;
therefore, Holder makes no payment with this Notice of Exercise. The number of
shares to be issued pursuant to this exercise shall be determined by reference
to the formula in Section 3 of the Warrant which, by reference to Section 3,
requires the use of the high and low trading price of the Company's Common Stock
on the Trading Day preceding the date of such election. The high and low trading
price of the Company's Common Stock has been determined by Holder to be
$____________ and $___________, respectively, which figure is acceptable to
Holder for calculations of the number of shares of Common Stock issuable
pursuant to this Notice of Exercise. Holder requests that the certificates for
the purchased shares of Common Stock be issued in the name of _________________
and delivered to _________________________________________________. To the
extent the foregoing exercise is for less than the full Aggregate Price of the
Warrant, a replacement Warrant representing the remainder of the Aggregate Price
(and otherwise of like form, tenor and effect) shall be delivered

                                       2
<PAGE>

to Holder along with the share certificate evidencing the Common Stock issued in
response to this Notice of Exercise.

                                       [Purchaser]


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

                                       Date:
                                             -----------------------------------


                                      NOTE
                  The execution to the foregoing Notice of Exercise must exactly
correspond to the name of the Holder on the Warrant

                                       3
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



                  FOR VALUE RECEIVED, the foregoing Warrant and all rights
evidenced thereby are hereby assigned to

                                                               whose address is
---------------------------------------------------------------

------------------------------------------------------------------------------.



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

                                                 Dated:                ,
                                                       ----------------  -------

                     Holder's Signature:
                                         ---------------------------------------

                     Holder's Address:
                                         ---------------------------------------



Signature Guaranteed:
                      ----------------------------------------------------------



NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.