<PAGE>
EXHIBIT 10.4

                                     WARRANT

                           TO PURCHASE COMMON STOCK OF

                               SVI SOLUTIONS, INC.

                            EXPIRING: JANUARY 2, 2004

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND
ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF
APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM

         This is to certify that, for value received, UNIONBANCAL EQUITIES, INC.
(together with the assignees of all or a portion of this Warrant, if any, and
any of its holding companies, subsidiaries or affiliates, the "Warrantholder"),
subject to Sections 1 and 2 below, is entitled to purchase from SVI SOLUTIONS,
INC., a Delaware corporation (the "Company"), at any time, and from time to
time, during the period commencing on January 2, 2003 and ending at 5:00 p.m.
Pacific Standard Time on January 2, 2004 (the "Exercise Period"), 1,538,997 duly
authorized, validly issued, fully paid and nonassessable shares of common
stock(1) of the Company (the "Warrant Shares") at a purchase price of $0.01 per
share (the "Warrant Price") in lawful money of the United States of America
subject to the last sentence of this paragraph. The number of Warrant Shares
purchasable hereunder and the Warrant Price are subject to the conditions stated
in Sections 1 and 2 hereof and to adjustment from time to time in the manner
provided in Section 4 hereof.

         This Warrant is issued in connection with the Amended and Restated Term
Loan Agreement, dated as of June 29, 2001, by and between the Company and Union
Bank of California, N.A. (the "Bank") and any and all amendments, replacements,
supplements and modifications thereto (collectively, the "Loan Agreement"), and
all terms not defined herein shall have the meaning set forth in the Loan
Agreement.

1. CONDITION TO EXERCISE OF WARRANT. If the Company has satisfied the
Obligations under the Loan Agreement in full on or before January 1, 2003, the
Company shall be relieved of its obligation to issue the Warrant Shares issuable
to Warrantholder hereunder. In such event, the Warrant shall be immediately
returned to the Company.

--------
(1)      Number of shares equal to 4.99% of total issued and outstanding shares
         of Company as of date of issuance of Warrant.



                                      -1-
<PAGE>

2.       EXERCISE OF WARRANTS

         2.1 INCREMENTAL EXERCISE. This Warrant may only be exercised in
increments as follows: (a) as to 308,416 shares of common stock, on or after
January 2, 2003; (b) as to an additional 154,208 shares of common stock on or
after the 1st day of each of the calendar months thereafter from February, 2003
through August, 2003; and (c) as to the remaining 151,125 shares of common stock
on or after September 1, 2003.(2) Notwithstanding the foregoing, if the Company
has satisfied all of the Obligations under the Loan Agreement in full before
September 1, 2003, then Warrantholder shall have no right to exercise the
warrant in respect of any Warrant Shares which would not, as of the date of the
satisfaction of such Obligations, be subject to exercise in accordance with the
foregoing incremental exercise schedule. In such case Warrantholder shall return
this Warrant to the Company upon receipt of a replacement warrant (and/or share
certificates, as the case may be) in respect of the Warrant Shares then subject
to exercise.

         2.2 CASH EXERCISE. This Warrant may be exercised by the Warrantholder
by (i) the surrender of this Warrant to the Company at the Company's chief
executive office located at 5607 Palmer Way, Carlsbad, California 92008 (the
"Warrant Office") with a duly-executed exercise form substantially in the form
of Exhibit "A" attached hereto and incorporated by this reference (an "Exercise
Form") specifying the number of Warrant Shares to be purchased, during normal
business hours on any Business Day during the Exercise Period and (ii) the
delivery of payment to the Company, for the account of the Company, by cash,
wire transfer of immediately available funds to a bank account specified by the
Company, or by certified or bank cashier's check, of the Exercise Price for the
number of Warrant Shares specified in the Exercise Form in lawful money of the
United States of America. The Company agrees that such Warrant Shares shall be
deemed to be issued to the Warrantholder as the record holder of such Warrant
Shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for the Warrant Shares as aforesaid. A stock
certificate or certificates for the Warrant Shares specified in the Exercise
Form shall be delivered to the Warrantholder as promptly as practicable, and in
any event within 7 Business Days, thereafter. The stock certificate(s) so
delivered shall be in any such denominations as may be reasonably specified by
the Warrantholder in the Exercise Form.

-------

(2)      Warrant to be exercisable in number of shares equal to 1% of total
         issued and outstanding shares of Company on January 2, 2003 and an
         additional 0.5% of such shares on the first day of each month
         thereafter up to the maximum of 4.99%.


                                      -2-
<PAGE>

         2.3 WARRANT SHARES TO BE FULLY PAID AND NONASSESSABLE. All Warrant
Shares issued upon the exercise of this Warrant shall be validly issued, fully
paid and nonassessable and, if the common stock of the Company is then listed on
a securities exchange, shall be duly listed thereon.

         2.4 PARTIAL EXERCISE; FRACTIONAL SHARES. If this Warrant shall have
been exercised only in part, the Company shall, at the time of delivery of the
stock certificate(s), deliver to the Warrantholder a new warrant evidencing the
rights to purchase the remaining Warrant Shares, which new warrant shall in all
other respects be identical to this Warrant. The Company shall not be required
upon any exercise of this Warrant to issue a certificate representing any
fraction of a share of Common Stock, but, in lieu thereof, shall pay to the
holder of this Warrant cash in an amount equal to a corresponding fraction
(calculated to the nearest 1/100 of a share) of the current market price of one
share of common stock of the Company as of the date of receipt by the Company of
notice of exercise of this Warrant.

         2.5 ACKNOWLEDGMENT OF CONTINUING OBLIGATION. The Company will, at the
time of any exercise of this Warrant in whole or in part, upon request of the
holder hereof, acknowledge in writing its then continuing obligation to such
holder in respect of any rights pursuant to this Warrant (including, without
limitation, any right to registration, if any, of the Warrant Shares issued upon
such exercise) to which such holder shall continue to be entitled after such
exercise in accordance with this Warrant; provided, however, that the failure of
such holder to make any such request shall not affect the continuing obligation
of the Company to such holder in respect of such rights.

3.       REGISTRATION

         3.1 [INTENTIONALLY RESERVED]

         3.2 "PIGGYBACK" REGISTRATIONS. If the Company at any time proposes to
register any of its equity securities (as defined in the Act) under the Act, it
will at each such time give prompt written notice to all Warrantholders of its
intention so to do. Such notice shall specify the proposed date of the filing of
the registration statement and advise each Warrantholder of its right to
participate therein. The Company also agrees to give all Warrantholders written
notice at least 30 days prior to any such registered offering. Upon the written
request of any Warrantholder given prior to the proposed date of filing set
forth in such notice, the Company will cause each Warrant Share which the
Company has been requested to register by such Warrantholder to be registered
under the Act, all to the extent requisite to permit the sale or other
disposition by such Warrantholder of the Warrant Shares so registered.

                                      -3-
<PAGE>

         3.3 PRIORITY IN REGISTRATIONS. If, in the written opinion of the
underwriter or underwriters managing the public offering which is the subject of
a registration pursuant to this Section 3 (or in the event that such
distribution shall not be underwritten, in the written opinion of an investment
banking firm of recognized standing reasonably satisfactory to the
Warrantholders), the total amount of the securities to be so registered, when
added to the total amount of Warrant Shares which the Warrantholders have
requested to be registered pursuant to this Section 3, will exceed the maximum
amount of securities of the Company which can be marketed (i) at a price
reasonably related to their then current market value, or (ii) without otherwise
materially and adversely affecting the entire offering, then the Company shall
have the right to exclude from such registration such number of Warrant Shares
which it would otherwise be required to register pursuant to this Section as is
necessary to reduce the total amount of securities to be so registered to the
maximum amount of securities which can be so marketed; provided, however, if the
securities (other than the Warrant Shares) to be so registered for sale are to
be offered for the account of the Company and others, the Company may only
exclude Warrant Shares pro rata with the securities held by such other persons
(it being agreed that in the case where such registration is to be effected as a
result of the exercise by a holder of the Company's securities of such holder's
right to cause such securities to be so registered, such pro rata exclusion
shall include the Company).

         3.4 PAYMENT OF REGISTRATION EXPENSES. The costs and expenses of all
registrations under the Act and of all other actions which the Company is
required to take or effect pursuant to this Section 3 shall be paid by the
Company (including, without limitation, all registration, qualification and
filing fees, printing expenses, expenses of distributing prospectuses and other
documents, fees and disbursements of counsel and accountants for the Company,
and expenses of any special audits incident to or required in connection with
any such registration hereof, but excluding the fees and disbursements of
special counsel for the Warrantholders, any consultants retained by the
Warrantholders and underwriters' or brokers' discounts or commissions applicable
to the Warrant Shares).

4.       ANTI-DILUTION PROVISIONS

         4.1 ADJUSTMENTS. The number and kind of securities or other property
purchasable upon exercise of this Warrant shall be subject to adjustment from
time to time upon the occurrence of any of the following events:

                  (a) In case the Company shall (i) pay a dividend in, or make a
distribution of, shares of common stock of the Company ("Common Stock") or of
capital stock convertible into Common Stock on its outstanding Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a greater number of
such shares or (iii) combine its outstanding shares of Common Stock into a
smaller number of such shares, the total number of shares of Common Stock
purchasable upon the exercise of this Warrant outstanding immediately prior
thereto shall be adjusted so that the Warrantholder shall be entitled to receive
at the same aggregate Warrant Price the number of shares of Common Stock which

                                      -4-
<PAGE>

such holder would have owned or have been entitled to receive immediately
following the happening of any of the events described above had such Warrant
been exercised in full immediately prior to the happening of such event. Any
adjustment made pursuant to this subsection shall, in the case of a stock
dividend or distribution, become effective as of the record date therefor and,
in the case of a subdivision or combination, be made as of the effective date
thereof. If, as a result of an adjustment made pursuant to this Section 4.1(a),
the Warrantholder shall become entitled to receive shares of two or more classes
of capital stock of the Company, the Board of Directors of the Company shall
determine the allocation of the adjusted Exercise Price between or among shares
of such classes of capital stock.

                  (b) In the event of a capital reorganization or a
reclassification of the Common Stock (except as provided in subsection (a) above
or subsection (c) below), any Warrantholder, upon exercise of its Warrant, shall
be entitled to receive, in substitution for the Common Stock to which such
Warrantholder would have become entitled upon exercise immediately prior to such
reorganization or reclassification, the shares (of any class or classes) or
other securities or property of the Company (or cash) that such Warrantholder
would have been entitled to receive at the same aggregate Warrant Price upon
such reorganization or reclassification if such Warrant had been exercised
immediately prior thereto; in any such case, appropriate provision shall be made
for the application of this Section 4 with respect to the rights and interests
thereafter of the Warrantholder (including but not limited to the allocation of
the Warrant Price between or among shares of classes of capital stock), to the
end that this Section 4 (including the adjustments of the number of shares of
Common Stock or other securities purchasable and the Warrant Price thereof)
shall thereafter be reflected, as nearly as reasonably practicable, in all
subsequent exercises of such Warrant for any shares or securities or other
property (or cash) thereafter deliverable upon the exercise of such Warrant.

                  (c) In case the Company shall, while this Warrant remains
outstanding, enter into any consolidation with or merger into any other
corporation wherein the Company is not the surviving corporation, or wherein
securities of a corporation other than the Company are distributable to holders
of Common Stock, or sell or convey its property as an entirety or substantially
as an entirety followed by distribution of any or all of the proceeds thereof to
shareholders, and in connection with such consolidation, merger, sale or
conveyance, shares of stock or other securities or property shall be issuable or
deliverable in exchange for the Common Stock, then, as a condition of such
consolidation, merger, sale or conveyance, lawful and adequate provision shall
be made whereby the holder of this Warrant shall thereafter be entitled to
purchase pursuant to this Warrant (in lieu of the number of shares of Common
Stock which such holder would have been entitled to purchase immediately prior
to such consolidation, merger, sale or conveyance) the shares of stock or other


                                      -5-
<PAGE>

securities or property to which such number of shares of Common Stock would have
been entitled at the time of such consolidation, merger, sale or conveyance, at
an aggregate purchase price equal to that which would have been payable if such
number of shares of Common Stock had been purchased by exercise of this Warrant
immediately prior thereto. In case of any such consolidation, merger, sale or
conveyance, appropriate provision shall be made with respect to the rights and
interests thereafter of the Warrantholders, to the end that all the provisions
of their Warrants (including the provisions of this Section 4) shall thereafter
be applicable, as nearly as practicable, to such stock or other securities or
property thereafter deliverable upon the exercise of their Warrants. The Company
shall not effect any such consolidation, merger, sale or conveyance unless prior
to or simultaneously with the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger or
purchasing such assets shall assume by written instrument, executed and mailed
or delivered to each Warrantholder, the obligation to deliver to such holder
such shares of stock or other securities or property as, in accordance with the
foregoing provisions, such Warrantholder may be entitled to receive, which
instrument shall contain the express assumption by such successor corporation of
the due and punctual performance and observance of every provision of this
Warrant to be performed and observed by the Company and of all liabilities and
obligations of the Company hereunder.

         4.2 ADJUSTMENTS MADE IN ACCORDANCE WITH OTHER PROVISIONS. Adjustments
made upon the occurrence of the above events, and pursuant to Subsection
4.1(a)-(c) shall be made in accordance with the Warrant Price initially in
effect hereunder, as such price may be adjusted from time to time in accordance
with the Provisions of this Warrant.

         4.3 STATEMENT OF ADJUSTMENT. Upon each adjustment as provided in this
Section 4, and in the event of any change in the rights of the holder of this
Warrant by reason of other events herein set forth, then and in each such case
the Company will promptly prepare a schedule setting forth the adjusted number
of shares purchasable hereunder and any other adjustments, or specifying the
other shares of stock, other securities or property and the amount thereof
receivable as a result of such change in rights, and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
base. The Company will promptly mail a copy of such schedule to the registered
holder of this Warrant.

         4.4 DETERMINATIONS BY THE BOARD OF DIRECTORS. All determinations by the
Board of Directors of the Company under this Warrant shall be made in good faith
with due regard to the interests of the holder of this Warrant and the other
holders of securities of the Company and in accordance with good financial
practice, and all valuations made by the Board of Directors of the Company under
the terms of this Warrant must be made with due regard to any market quotations
of securities involved in, or related to, the subject of such valuation.


                                      -6-
<PAGE>

         4.5 NOTIFICATIONS BY THE COMPANY. In case at any time the Company
proposes:

                  (a) to pay any dividend payable in stock (of any class or
classes) or in securities convertible into Common Stock upon Common Stock or
make any distribution to the holders of the Common Stock; or

                  (b) to make an offer for subscription pro rata to the holders
of Common Stock of any additional shares of stock of any class or other rights
or to grant to the holders of Common Stock generally any rights, warrants or
options; or

                  (c) to effect any capital reorganization or reclassification
of the capital stock of the Company, or consolidation or merger of the Company
with, or sale of all or substantially all of its assets to, another corporation;
or

                  (d) to effect a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;

then, in any one or more such cases, the Company shall give written notice to
the holder of this Warrant of the date on which (i) the transfer books of the
Company shall close or a record date shall be taken for such dividend,
distribution, subscription rights or grant, or (ii) a record date shall be taken
to determine stockholders entitled to notice of and to vote at any meeting of
stockholders at which any such proposed reorganization, reclassification,
consolidation, merger, sale of assets, dissolution, liquidation or winding-up is
to be considered, or (iii) such reorganization, reclassification, consolidation,
merger, sale of assets, dissolution, liquidation or winding-up shall take place,
as the case may be. Such notice shall also specify the date as of which the
holders of Common Stock of record shall participate in such dividend,
distribution, subscription rights or grant, or shall be entitled to vote on or
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale of assets,
dissolution, liquidation or winding-up, as the case may be. Such written notice
shall be given not less than 30 days and not more than 60 days prior to such
date on which the transfer books of the Company shall close or a record date
shall be taken or any event shall occur, as the case may be, and such notice may
state that any such action will be taken only if certain events specified in
such notice (such as the clearing of proxy material by the federal Securities
and Exchange Commission (the "SEC") or an affirmative vote of stockholders)
occur prior thereto.


                                      -7-
<PAGE>

5. COVENANTS OF THE COMPANY. The Company covenants and agrees that:

                  (a) it will reserve and set apart and have at all times, free
from preemptive rights, a number of shares of authorized but unissued Common
Stock or other securities or property deliverable upon the exercise of this
Warrant sufficient to enable it at any time to fulfill all its obligations
thereunder;

                  (b) before taking any action which would cause an adjustment
reducing the Warrant Price below the then par value of the Warrant Shares
issuable upon the exercise of this Warrant, it will take any corporate action
which may be necessary in order that the Company may validly and legally issue
fully paid and nonassessable shares of such Common Stock at such adjusted
Warrant Price;

                  (c) if any shares of Common Stock required to be reserved for
the purposes of the exercise of this Warrant require registration with or
approval of any governmental authority under any federal law (other than the
Act) or under any state law before such shares may be issued upon exercise of
this Warrant, the Company will, at its expense, as expeditiously as possible,
cause such shares to be duly registered or approved, as the case may be;

                  (d) if and so long as the Common Stock is listed on any
national securities exchange (as defined in the federal Securities and Exchange
Act of 1934, as amended (the "Exchange Act")), it will, at its expense, obtain
and maintain the approval for listing upon official notice of issuance of all
shares of Common Stock issuable upon the exercise of this Warrant at the time
outstanding and maintain the listing of such shares after their issuance; and
the Company will so list on such national securities exchange, will register
under the Exchange Act (or any similar statute then in effect) and will maintain
such listing of any other securities that at any time are issuable upon exercise
of this Warrant if, and at the time that, any securities of the same class shall
be listed on such national securities exchange by the Company;

                  (e) it will review its stock ledgers, stock transfer books and
other corporate records periodically (and not less often than once in each
calendar quarter) in order to determine whether any Warrantholder is or shall
have become, directly or indirectly, the beneficial owner of more than such
percentage of any class of its equity securities (as defined in the Exchange
Act) as shall cause such Warrantholder to be required to make any filings or
declarations to the Company, the SEC or any national securities exchange
pursuant to the provisions of the Exchange Act or any comparable federal
statute, and the Company will give prompt notice to such Warrantholder whenever
it shall have determined, upon the basis of the information disclosed by any
such review, that such Warrantholder is or has become such a holder, which
notice shall also specify the information upon which the Company bases such
determination; provided, however, that the Company shall give such notice only
once in each fiscal year to any Warrantholder whose percentage of beneficial
ownership of the Company's equity securities has not changed since the date of
the giving of the immediately preceding notice;


                                      -8-
<PAGE>

                  (f) this Warrant shall be binding upon any corporation
succeeding to the Company by merger or consolidation; and

                  (g) The Company will take all action that may be necessary or
appropriate in order that the company may validly and legally issue fully paid
and nonassessable shares of stock, free from all taxes, liens, and charges with
respect to the issue thereof, on the exercise of all or any portion of the
Warrant.

6. NOTICE. Any notice or other document required to be given or delivered to the
Warrantholder shall be delivered at, or sent by certified or registered mail to,
each such holder at the last address shown on the books of the Company
maintained at the Warrant Office for the registration and registration of
transfer of the Warrants or at any more recent address of which any
Warrantholder shall have notified the Company in writing. Any notice or other
document required or permitted to be given or delivered to holders of record of
outstanding Warrant Shares shall be delivered at, or sent by certified or
registered mail to, each such holder at such holder's address as the same
appears on the stock records of the Company. Any notice or other document
required or permitted to be given or delivered to the Company shall be delivered
at, or sent by certified or registered mail to, the Warrant Office or such other
address of the Company within the United States of America as shall have been
furnished by the Company to the Warrantholder and the holders of record of
Warrant Shares. Any notice or other document sent by certified or registered
mail, return receipt requested, shall be deemed to have been delivered and
received when sent if the receipt is appropriately completed and returned.
Notices or documents delivered in any other manner shall be deemed to have been
delivered only when and if received.

7. LIMITATIONS OF LIABILITY; NOT STOCKHOLDERS. No provision of this Warrant
shall be construed as conferring upon the holder hereof the right to vote,
consent, receive dividends or receive notice other than as herein expressly
provided in respect of meetings of stockholders for the election of directors of
the Company or any other matter whatsoever as a stockholder of the Company. No
provision hereof, in the absence of affirmative action by the holder hereof to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such holder
for the purchase price of any Warrant Shares or as a stockholder of the Company,
whether such liability is asserted by the Company or by creditors of the
Company.

8. LOSS, DESTRUCTION, ETC. OF WARRANTS: Upon receipt of evidence satisfactory to
the Company of the loss, theft, mutilation or destruction of any Warrant, and in
the case of any such loss, theft or destruction upon delivery of a bond of
indemnity in such form and amount as shall be reasonably satisfactory to the


                                      -9-
<PAGE>

Company, or in the event of such mutilation upon surrender and cancellation of
the Warrant, the Company will make and deliver a new Warrant, of like tenor, in
lieu of such lost, stolen, destroyed or mutilated Warrant. Any Warrant issued
under the provisions of this Section 8 in lieu of any Warrant alleged to be
lost, destroyed or stolen, or in lieu of any mutilated Warrant, shall constitute
an original contractual obligation on the part of the Company.

9. TRANSFER OF WARRANT AND RESTRICTIONS ON TRANSFER.

                  (a) Subject to the provisions of this Section 9, this Warrant
and all rights hereunder are transferable, in whole or in part, upon surrender
of this Warrant at the Warrant Office, together with a written assignment of
this Warrant duly executed by the holder hereof or his duly authorized agent or
attorney. Upon such surrender the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denominations specified in such instrument of assignment, and this Warrant shall
promptly be cancelled. A Warrant may be exercised by a new holder for the
purchase of Warrant Shares without having a new Warrant issued.

                  (b) In the event the Warrantholder proposes to undertake a
sale of any of the Warrant or Warrant Shares (collectively, the "Securities") to
any party that is not an Affiliate of Warrantholder, it shall give the Company
written notice of its intention to sell such Securities and the price and the
general terms of such sale (the "Notice"). The Company shall have fifteen (15)
days after receipt of such Notice to agree to purchase all of the Securities
proposed to be sold for the price and upon the terms specified in the Notice by
giving written notice (the "Purchase Notice") to the Warrantholder. In the event
the Company delivers a Purchase Notice to Warrantholder it shall purchase all of
the Securities subject to the Notice, at the price and on the other terms set
forth therein, as soon as possible and in any event no later than thirty (30)
days following receipt of such Purchase Notice. If the Company fails to deliver
a Purchase Notice to Warrantholder within said fifteen (15) day period, the
Warrantholder shall have forty-five (45) days thereafter to sell or enter into
an agreement to sell (pursuant to which the sale of the Securities covered
thereby shall be closed, if at all, within twenty (20) days from the date of
said agreement) the Securities respecting which the Company' right of first
refusal option set forth in this 9(b) was not exercised, at a price and upon
terms no more favorable to the purchaser(s) thereof than specified in the
Notice. In the event the Warrantholder has not sold the Securities within said
45-day period (or entered into an agreement to sell, the Securities within said
45-day period and sold the Securities within twenty (20) days from the date of
said agreement, as aforesaid), the Warrantholder shall not thereafter sell any
Securities (other than to any of its Affiliates), without first again offering
them to the Company in the manner provided in this Section 9(b). Notwithstanding
the foregoing, the Company's rights under this Section 9(b) shall not be
effective and Warrantholder shall have no obligation to comply with the
provisions of this Section 9(b) if at the time of the proposed sale of
Securities by Warrantholder (a) an Event of Default has then occurred and is
continuing or (b) a purchase by the Company of the Securities shall then be
prohibited by applicable laws, including, without limitation, the Delaware
Corporation Laws. Each of the Notice and Purchase Notice shall be governed by
and delivered in accordance with the notice provisions of the Loan Agreement.


                                      -10-
<PAGE>

                  (c) Notwithstanding any provisions contained in this Warrant
to the contrary, this Warrant and the related Warrant Shares shall not be
transferable except upon the conditions specified in this Section 9, which
conditions are intended, among other things, to insure compliance with the
provisions of the Securities Act and applicable state law in respect of the
transfer of this Warrant or such Warrant Shares. The holder of this Warrant, by
its acceptance hereof, agrees that it will not transfer this Warrant or the
related Warrant Shares prior to the first to occur of (a) delivery to the
Company of an opinion of such holder's counsel (which counsel and opinion shall
be reasonably acceptable to Company) to the effect that the proposed transfer of
this Warrant and/or such Warrant Shares, as applicable, may be effected without
registration of this Warrant and/or such Warrant Shares, as applicable, under
the Securities Act, (b) at such time registration of this Warrant and/or such
Warrant Shares, as applicable, under the Securities Act has become effective or
(c) at such time a sale of this Warrant and/or such Warrant Shares, as
applicable, may be consummated pursuant to Rule 144 or Rule 144A under the
Securities Act without registration of the Warrant and/or such Warrant Shares,
as applicable, under the Securities Act.

10. MISCELLANEOUS. This Warrant and any terms hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the internal laws of the State of California, without regard to
conflict of laws principles. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provision.





                                      -11-
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its Chairman of the Board, President or a Vice President and its
corporate seal to be impressed hereon and attested by its Secretary or an
Assistant Secretary.

Date of Issuance:   January 2, 2003

                                          SVI SOLUTIONS, INC.,
                                          a Delaware corporation


                                          By: /s/ Barry Schechter
                                              ----------------------------------
                                          Name:  Barry M. Schechter
                                          Title: Chairman & CEO


[Corporate Seal]

Attest:



     Donald Radcliffe
-----------------------------
         Secretary





                                      -12-
<PAGE>


                                    EXHIBIT A
                                    ---------


                              WARRANT EXERCISE FORM


         Article 1. The Warrantholder of the attached original, executed Warrant
hereby elects to exercise its purchase right under such Warrant with respect to
Warrant Shares, as defined in the Warrant, of SVI Solutions, Inc., a Delaware
corporation (the "Company").

         Article 2. The undersigned Warrantholder is hereby paying the aggregate
purchase price for such shares Warrant Shares (i) by the enclosed certified or
official bank check payable in United States dollars to the order of the Company
in the amount of $___________, or (ii) by wire transfer of United States funds
to the account of the Company in the amount of $______________, which transfer
has been made before or simultaneously with the delivery of this Form of
Subscription pursuant to the instructions of the Company.

         Article 3. The undersigned requests that a certificate (or
certificates) for such Warrant Shares be registered in the name of the
undersigned and that such certificate (or certificates) be delivered to the
undersigned's address below.

Dated:_______________________



                                       -----------------------------------------
                                                Signature of Warrantholder


                                       -----------------------------------------
                                                           Name


                                       -----------------------------------------
                                       -----------------------------------------
                                       -----------------------------------------
                                                         Address





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