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EXHIBIT 10.33


                               SVI HOLDINGS, INC.

                                 PROMISSORY NOTE

Principal Amount: $ 563,739.00                             San Diego, California
                                                               February 13, 2001

                  FOR VALUE RECEIVED, the undersigned, SVI Holdings, Inc., a
Nevada corporation ("Borrower"), hereby promises to pay to the order of Barry
Schechter, an Individual ("Lender"), at such places and times and under the
terms and conditions set forth below, the amounts, including interest, set forth
below.

         1. PRINCIPAL AMOUNT. Borrower hereby borrows from Lender and Lender
hereby loans to Borrower the principal amount of Five Hundred Sixty Three
Thousand Seven Hundred Thirty Nine Dollars ($563,739.00), subject to the terms
and conditions set forth herein.

         2. PAYMENTS. The Borrower will make periodic payments as it is able,
such separate payments not to exceed Fifty Thousand Dollars each. The entire
principal balance of this Note, together with all accrued but unpaid interest
thereon, shall be due and payable on July 5, 2001. Interest will be at the rate
of Eight and One-half percent, per annum (8.5%), simple interest.

         3. PREPAYMENT. Borrower shall have the right to prepay the principal
balance of this Note, in part or in full, together with all accrued but unpaid
interest thereon, at any time, consistent with the limitation on payment amounts
set forth in Section 2.

         4. COLLECTION COSTS BORNE BY BORROWER. Borrower agrees to pay all costs
and expenses, including without limitation reasonable attorneys' fees, incurred
by Lender in enforcing the terms of this Note in collecting this Note, including
without limitation in any out-of-court workout, any court action, any appeal or
any bankruptcy proceeding.

         5. LATE CHARGE. If any payment of principal or interest under this Note
shall not be made within five (5) days after the due date, Borrower agrees to
pay, in addition to the unpaid principal or interest, interest on such defaulted
amount from the due date, up to the date of actual payment (after as well as
before judgment) at a rate of two percent (2%) per annum above the rate which
would have been payable under this Note or the maximum rate of interest
permitted to be charged by applicable law, whichever is less.

         6. GOVERNING LAW. This Note shall be governed by and construed and
interpreted in accordance with the law of the State of California, without
regard to that state's conflict of laws principles. All disputes between the
parties hereto, whether sounding in contract, tort, equity or otherwise, shall
be resolved only by state and federal courts located in San Diego, California,
and the courts to which an appeal therefrom may be taken. All parties hereto
waive any objections to the location of the above referenced courts, including
but not limited to any objection based on lack of jurisdiction, improper venue
or forum non-conveniens. Notwithstanding the foregoing, any party obtaining any
order or judgment in any of the above referenced courts may bring an action in a
court in another jurisdiction in order to enforce such order or judgment.

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         7. SUCCESSORS. This Note shall be binding upon Borrower and the
permitted successors and assigns of Borrower. Nothing in this Note, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Note, except as expressly provided in
this Note.

         8. SEVERABILITY. If any part of this Note is determined to be illegal
or unenforceable, all other parts shall remain in full force and effect.

         9. DEFAULTS. Each of the following shall constitute a default under
this Note (a "Default"):

                  (a) Failure by Borrower to make any payment due under this
Note within five (5) days of its due date; or failure by Borrower to comply with
the provisions of any other covenant, obligation or term of this Note which
shall remain unremedied for thirty (30) days after written notice; or

                  (b) Borrower makes an assignment for the benefit of creditors,
files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions
to any court for a receiver or trustee for Borrower or any substantial part of
its property, commences any proceeding relating to the arrangement,
readjustment, reorganization or liquidation under any bankruptcy or similar
laws; there is commenced against Borrower any such proceedings which remain
undismissed for a period of ninety (90) days; or Borrower by any act indicates
its consent or acquiesence in any such proceeding or the appointment of any such
trustee or receiver.

         10. ACCELERATION; NO EXCLUSIVE REMEDY. Upon written notice from Lender
of a Default, Lender may declare, by written notice to Borrower, that all
principal and accrued interest hereunder shall be immediately due and payable to
Lender. Notwithstanding anything to the contrary herein, Lender shall be
entitled to any and all remedies available to it in the event of a Default
hereunder and Lender's pursuance of any particular remedy shall not preclude
Lender from seeking any other remedies available to it at law or in equity.

         11. NOTICES. Any notice under this Note shall be given in writing and
shall be addressed to the party to be notified at the address indicated below,
or at such other address as such party may designate by written notice to the
other party.

                  "Borrower"

                  SVI Holdings, Inc.
                  12707 Highbluff Drive, Suite 355
                  San Diego, CA 92130
                  Fax:  858-481-9703
                  Attention:  Jackie Tran



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                  "Lender"

                  Barry Schechter
                  12707 High Bluff Drive, Suite 355
                  San Diego, CA 92130
                  Fax: 858-481-9703

         12. MISCELLANEOUS.

                  (a) No delay or omission on the part of Lender in exercising
any right under this Note shall operate as a waiver of such right or of any
other right under this Note.

                  (b) Borrower hereby waives presentation for payment, demand,
notice of demand and of dishonor and non-payment of this Note, protest and
notice of protest, diligence in collecting, and the bringing of suit against any
other party. The pleading of any statute of limitations as a defense to any
demand against the Borrower, any endorsers, guarantors and sureties of this Note
is expressly waived by each and all of such parties to the extent permitted by
law. Time is of the essence under this Note.

                  (c) Any payment hereunder shall first be applied to any
collections costs, then against accrued and unpaid interest hereunder and then
against the outstanding principal balance of this Note.

                  (d) All payments under this Note shall be made without
set-off, deduction or counterclaim.

                  IN WITNESS WHEREOF, the Borrower has caused this Note to be
signed in its corporate name by its duly authorized officer and dated the day
and year first above written.


                                                    SVI HOLDINGS, INC.


                                                    By: /s/

                                                    Its: EVP and Director


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