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EXHIBIT 10.3


                               AMENDMENT AGREEMENT

         This Amendment ("AMENDMENT") is made to that certain Securities
Purchase Agreement ("PURCHASE Agreement") dated as of March 15, 2004 by and
between Island Pacific, Inc. (the "COMPANY") and Midsummer Investment, Ltd.
("PURCHASER"), the 9% Secured Convertible Debenture issued to the Purchaser
pursuant to the Purchase Agreement (the "9% DEBENTURE"), the Common Stock
Purchase Warrant to purchase 434,783 shares of the Company's common stock issued
to the Purchaser pursuant to the Purchase Agreement (the "WARRANT") and the
Registration Rights Agreement dated Marcg 15, 2004 between the Purchaser and the
Company (the "Registration Rights Agreement").

         WHEREAS, on June 15, 2005 the Company issued to the Purchaser a Secured
Convertible Term Note due June 15, 2008 (the "TERM NOTE").

         WHEREAS, the parties wish to amend certain terms of the 9% Debenture,
the Term Note, the Purchase Agreement and the Registration Rights Agreement,
acknowledge certain obligations of the Company pursuant to the terms of such
documents and in consideration therefor, issue an additional warrant to the
Purchaser and adjust prior existing warrants held by the Purchaser.

         WHEREAS, capitalized terms used and not otherwise defined herein that
are defined in the Purchase Agreement shall have the meanings given such terms
in the Purchase Agreement.

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

                  1. MATURITY DATE. The definition of Maturity Date set forth in
         the first sentence of the second paragraph of the Debenture is amended
         to extend such Maturity Date to September 30, 2006. Upon the execution
         of this Amendment, Purchaser will return the original copy of the 9%
         Debenture to the Company to be cancelled and reissued with the extended
         Maturity Date. Within ten (10) days of its receipt of the originally
         executed 9% Debenture, the Company will deliver a new 9% Debenture to
         Purchaser that reflects the extended Maturity Date.

                  2. ADDITIONAL WARRANT. In consideration for the extension of
         the due date as provided for in Section 1, the Company shall deliver to
         the Purchaser a non-callable additional warrant (the "ADDITIONAL
         WARRANT"), in substantially the form attached hereto as EXHIBIT A to
         purchase up to 1,610,005 shares of Common Stock (subject to adjustment
         therein) with an exercise price equal to $0.20.

                  3. PAYMENT OF ACCRUED BUT UNPAID INTEREST. Commencing on April
         28, 2006 and on the last Trading Day of each month thereafter until the
         last payment on September 29, 2006, with respect to the 9% Debenture,
         and on August 28, 2006, with respect to the Term Note, the Company
         shall pay the Purchaser, on each such date, the amount of $35,613 as

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         payment in full of all accrued but unpaid interest on the 9% Debenture
         and Term Note. Any failure to make payments in full on such date shall
         require the Company to pay Late Fees thereon pursuant to the terms of
         the 9% Debenture and Term Note, respectively. Thereafter, to the extent
         any amounts remaining outstanding under the 9% Debenture or Term Notes,
         the Company shall make regularly scheduled interest payment pursuant to
         the terms of the 9% Debentures and Term Notes, respectively.

                  4. ADJUSTMENT OF PRIOR ISSUED WARRANTS. The exercise prices of
         the Warrant, the warrant to purchase 138,158 shares of common stock
         dated July 1, 2003, the warrant to purchase 629,143 shares of common
         stock dated March 31, 2003 and the warrant to purchase 200,000 shares
         of common stock dated November 30, 2004, shall be immediately and
         forever reduced to equal $0.01 (subject to adjustment therein) without
         any further action required by the Purchaser or the Company to
         effectuate such adjustment (although the Purchaser may require the
         Company to issue new warrants reflecting such adjustment). Such
         adjustment shall be effective immediate and apply to all exercises of
         such warrants by the Purchaser from and after the date hereof.

                  5. DOCUMENTS. The rights and obligations of the Purchaser and
         of the Company with respect to the Additional Warrant and the shares of
         Common Stock issuable thereunder (the "ADDITIONAL UNDERLYING SHARES")
         shall be identical in all respects to the rights and obligations of the
         Purchaser and of the Company with respect to the Warrants and the
         Underlying Shares issued and issuable pursuant to the Purchase
         Agreement. Any rights of the Purchaser or covenants of the Company
         which are dependent on the Purchaser holding securities of the Company
         or which are determined in magnitude by such Purchaser's purchase of
         securities pursuant to the Purchase Agreement shall be deemed to
         include any securities purchased or issuable hereunder. The Purchase
         Agreement is hereby amended so that the terms "Warrants" and
         "Underlying Shares" therein include the Additional Warrant and the
         Additional Underlying Shares. Additionally, the Registration Rights
         Agreement is hereby amended so that the term "Registrable Securities"
         includes in the calculation thereof the Additional Underlying Shares
         and "Warrants" includes the Additional Warrant issued hereunder;
         PROVIDED, HOWEVER, as to the Additional Underlying Shares only, "date
         hereof" where used shall be deemed the date hereof.

                  6. INCORPORATION BY REFERENCE. Except as set forth in this
         Amendment, each of the Purchase Agreement and the Registration Rights
         Agreement (with all exhibits attached thereto) are hereby incorporated
         by reference and made a part hereof. The Company shall deliver to the
         Purchaser an opinion of Company counsel as to the issuance of the
         Additional Warrant hereunder substantially in the form of opinion
         delivered pursuant to the Purchase Agreement to the purchaser signatory
         thereto.


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                  7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
         hereby makes the representations and warranties set forth below to the
         Holder that as of the date of its execution of this Amendment:

                           (a) AUTHORIZATION; ENFORCEMENT. The Company has the
                  requisite corporate power and authority to enter into and to
                  consummate the transactions contemplated by this Amendment and
                  otherwise to carry out its obligations hereunder and
                  thereunder. The execution and delivery of this Amendment by
                  the Company and the consummation by it of the transactions
                  contemplated hereby have been duly authorized by all necessary
                  action on the part of the Company and no further action is
                  required by the Company, its board of directors or its
                  stockholders in connection therewith. This Amendment has been
                  duly executed by the Company and, when delivered in accordance
                  with the terms hereof will constitute the valid and binding
                  obligation of the Company enforceable against the Company in
                  accordance with its terms except (i) as limited by general
                  equitable principles and applicable bankruptcy, insolvency,
                  reorganization, moratorium and other laws of general
                  application affecting enforcement of creditors' rights
                  generally, (ii) as limited by laws relating to the
                  availability of specific performance, injunctive relief or
                  other equitable remedies and (iii) insofar as indemnification
                  and contribution provisions may be limited by applicable law.

                           (b) NO CONFLICTS. The execution, delivery and
                  performance of this Amendment by the Company and the
                  consummation by the Company of the transactions contemplated
                  hereby do not and will not: (i) conflict with or violate any
                  provision of the Company's certificate or articles of
                  incorporation, bylaws or other organizational or charter
                  documents, or (ii) conflict with, or constitute a default (or
                  an event that with notice or lapse of time or both would
                  become a default) under, result in the creation of any Lien
                  upon any of the properties or assets of the Company, or give
                  to others any rights of termination, amendment, acceleration
                  or cancellation (with or without notice, lapse of time or
                  both) of, any material agreement, credit facility, debt or
                  other material instrument (evidencing Company debt or
                  otherwise) or other material understanding to which the
                  Company is a party or by which any property or asset of the
                  Company is bound or affected, or (iii) subject to the Required
                  Approvals, conflict with or result in a violation of any law,
                  rule, regulation, order, judgment, injunction, decree or other
                  restriction of any court or governmental authority to which
                  the Company is subject (including federal and state securities
                  laws and regulations), or by which any property or asset of
                  the Company is bound or affected; except in the case of each
                  of clauses (ii) and (iii), such as could not have or
                  reasonably be expected to result in a Material Adverse Effect.


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                           (c) ISSUANCE OF THE ADDITIONAL WARRANTS. The
                  Additional Warrant is duly authorized and, upon the execution
                  of this Amendment by a Purchaser, will be duly and validly
                  issued, fully paid and nonassessable, free and clear of all
                  Liens imposed by the Company other than restrictions on
                  transfer provided for in the Transaction Documents. The
                  Additional Underlying Shares, when issued in accordance with
                  the terms of the Additional Warrant, will be validly issued,
                  fully paid and nonassessable, free and clear of all Liens
                  imposed by the Company. The Company has reserved from its duly
                  authorized capital stock a number of shares of Common Stock
                  for issuance of the Additional Underlying Shares at least
                  equal to the Required Minimum on the date hereof.

                           (d) OTHER EVENTS OF DEFAULT. As of the date of this
                  Amendment after giving effect to this Agreement and the
                  Amendment and Waiver between the Company and Purchaser dated
                  on or about the date of this Agreement (the "Amendment and
                  Waiver"), to the knowledge of the Company, no Event of Default
                  exists.

                  8. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The
         Purchaser represents and warrants to the Company that:

                           (a) The execution and delivery of this Amendment by
                  it and the consummation by it of the transactions contemplated
                  hereby have been duly authorized by all necessary action on
                  its behalf.

                           (b) This Amendment has been duly executed and
                  delivered by the Purchaser and constitutes the valid and
                  binding obligation of the Holder enforceable against it in
                  accordance with its terms.

                           (c) The Purchaser is acquiring the Additional Warrant
                  and the Additional Underlying Shares as principal for its own
                  account and not with a view to or for distributing or
                  reselling such securities or any part thereof, without
                  prejudice, however, to such Purchaser's right at all times to
                  sell or otherwise dispose of all or any part of such
                  securities pursuant to an effective registration statement
                  under the Securities Act or under an exemption from such
                  registration and in compliance with applicable federal and
                  state securities laws. Nothing contained herein shall be
                  deemed a representation or warranty by such Purchaser to hold
                  the Additional Warrant and the Additional Underlying Shares
                  for any period of time or limit such Purchaser's right to sell
                  such securities pursuant to the Registration Statement or
                  otherwise in compliance with applicable federal and state
                  securities laws. Such Purchaser is acquiring the Additional
                  Warrant and Additional Underlying Shares hereunder in the
                  ordinary course of its business. Such Purchaser does not have
                  any agreement or understanding, directly or indirectly, with
                  any Person to distribute any of such securities.


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                           (d) The Purchaser's representations and warranties
                  set forth in Section 3.2(c)-(e) of the Purchase Agreement
                  remain true and correct as of the date of this Amendment.

                           (e) As of the date of this Amendment after giving
                  effect to this Amendment and the Amendment and Waiver, to the
                  knowledge of the Purchaser, no Event of Default exists.

                  9. PUBLIC DISCLOSURE. The Company shall publicly disclose this
         Amendment in a Current Report on Form 8-K within 4 Trading Days of the
         date hereof describing the material terms of the transactions
         contemplated hereby and attaching a copy of this Amendment thereto.

                  10. EFFECT ON PURCHASE AGREEMENT. Except as expressly set
         forth above, all of the terms and conditions of the Purchase Agreement,
         the Debenture and the Warrant shall continue in full force and effect
         after the execution of this Amendment, and shall not be in any way
         changed, modified or superseded by the terms set forth herein,
         including but not limited to, any other obligations the Company may
         have to the Purchaser under the Transaction Documents (such as
         anti-dilution rights). The Company covenants and agrees to continue to
         honor all provisions of the Purchase Agreement, and shall use best
         efforts to facilitate the sale of all shares of Common Stock held by
         Purchaser pursuant to Rule 144.

                  11. SUCCESSORS AND ASSIGNS. Except as otherwise expressly
         provided herein, the provisions hereof shall inure to the benefit of,
         and be binding upon, the successors, assigns, heirs, executors and
         administrators of the parties hereto.

                  12. NOTICES. Any and all notices or other communications or
         deliveries required or permitted to be provided hereunder shall be made
         in accordance with the provisions of the Purchase Agreement.

                  13. SURVIVAL. All warranties and representations (as of the
         date such warranties and representations were made) made by the parties
         herein or in any certificate or other instrument delivered by either
         party or on its behalf under this Amendment shall be considered to have
         been relied upon by the parties hereto and shall survive the execution
         of the Amendment.

                  14. EXECUTION. This Amendment may be executed in two or more
         counterparts, all of which when taken together shall be considered one
         and the same agreement and shall become effective when counterparts
         have been signed by each party and delivered to the other party, it
         being understood that both parties need not sign the same counterpart.
         In the event that any signature is delivered by facsimile transmission,
         such signature shall create a valid and binding obligation of the party
         executing (or on whose behalf such signature is executed) with the same
         force and effect as if such facsimile signature page were an original
         thereof.


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                  15. SEVERABILITY. If any provision of this Amendment is held
         to be invalid or unenforceable in any respect, the validity and
         enforceability of the remaining terms and provisions of this Amendment
         shall not in any way be affected or impaired thereby and the parties
         will attempt to agree upon a valid and enforceable provision that is a
         reasonable substitute therefor, and upon so agreeing, shall incorporate
         such substitute provision in this Amendment.

                  16. GOVERNING LAW. All questions concerning the construction,
         validity, enforcement and interpretation of this Amendment shall be
         determined pursuant to the Governing Law provision of the Purchase
         Agreement.

                  17. ENTIRE AGREEMENT. This Amendment, together with the
         exhibits and schedules thereto, contain the entire understanding of the
         parties with respect to the subject matter hereof and supersede all
         prior agreements and understandings, oral or written, with respect to
         such matters, which the parties acknowledge have been merged into such
         documents, exhibits and schedules.

                  18. CONSTRUCTION. The headings herein are for convenience
         only, do not constitute a part of this Amendment and shall not be
         deemed to limit or affect any of the provisions hereof. The language
         used in this Amendment will be deemed to be the language chosen by the
         parties to express their mutual intent, and no rules of strict
         construction will be applied against any party.

                             ***********************


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         Executed as of March __, 2006 by the undersigned duly authorized
representatives of the Company and Purchaser:


ISLAND PACIFIC, INC.


By: __________________________________
         Name:
         Title:


Name of Purchaser: _______________________________________
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER: _______________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________


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                                    EXHIBIT A
                                    ---------

                                 FORM OF WARRANT



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