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EXHIBIT 4.11
                                                                       EXHIBIT C



NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

                          COMMON STOCK PURCHASE WARRANT


                  To Purchase 200,000 Shares of Common Stock of

                              ISLAND PACIFIC, INC.

                  THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value
received, Midsummer Investments Ltd. (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 November 30, 2004 (the "INITIAL EXERCISE DATE")
and on or prior to the close of business on the fifth anniversary of the Initial
Exercise Date (the "TERMINATION DATE") but not thereafter, to subscribe for and
purchase from Island Pacific, Inc., a corporation incorporated in the State of
Delaware (the "COMPANY"), up to 200,000 shares (the "WARRANT SHARES") of Common
Stock, par value $0.0001 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 $0.41, subject to adjustment hereunder. CAPITALIZED TERMS USED
AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THAT
CERTAIN SECURITIES PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), DATED MARCH
15, 2004, BETWEEN THE COMPANY AND THE INVESTORS SIGNATORY THERETO.

         1. TITLE TO WARRANT. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part to an Affiliate of
the Holder, 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. The transferee shall sign an
investment letter in form and substance reasonably satisfactory to the Company.
The Holder hereof, by acceptance of this Warrant, agrees to be bound by the
covenants made by the original Holder contained in the Purchase Agreement.

         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
         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 pursuant to Section 3(d), 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 five (5) 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

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         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. If the Company fails to deliver to the Holder a certificate or
         certificates representing the Warrant Shares pursuant to this Section
         3(a) by the fifth Trading Day after the date of exercise, then the
         Holder will have the right to rescind such exercise. In addition to any
         other rights available to the Holder, if the Company fails to deliver
         to the Holder a certificate or certificates representing the Warrant
         Shares pursuant to an exercise by the fifth Trading Day after the date
         of exercise, and if after such fifth Trading Day the Holder is required
         by its broker to purchase (in an open market transaction or otherwise)
         shares of Common Stock to deliver in satisfaction of a sale by the
         Holder of the Warrant Shares which the Holder anticipated receiving
         upon such exercise (a "BUY-IN"), then the Company shall (1) pay in cash
         to the Holder the amount by which (x) the Holder's total purchase price
         (including brokerage commissions, if any) for the shares of Common
         Stock so purchased exceeds (y) the amount obtained by multiplying (A)
         the number of Warrant Shares that the Company was required to deliver
         to the Holder in connection with the exercise at issue times (B) the
         price at which the sell order giving rise to such purchase obligation
         was executed, and (2) at the option of the Holder, either reinstate the
         portion of the Warrant and equivalent number of Warrant Shares for
         which such exercise was not honored or deliver to the Holder the number
         of shares of Common Stock that would have been issued had the Company
         timely complied with its exercise and delivery obligations hereunder.
         For example, if the Holder purchases Common Stock having a total
         purchase price of $11,000 to cover a Buy-In with respect to an
         attempted exercise of shares of Common Stock with an aggregate sale
         price giving rise to such purchase obligation of $10,000, under clause
         (1) of the immediately preceding sentence the Company shall be required
         to pay the Holder $1,000. The Holder shall provide the Company written
         notice indicating the amounts payable to the Holder in respect of the
         Buy-In, together with applicable confirmations and other evidence
         reasonably requested by the Company. Nothing herein shall limit a
         Holder's right to pursue any other remedies available to it hereunder,
         at law or in equity including, without limitation, a decree of specific
         performance and/or injunctive relief with respect to the Company's
         failure to timely deliver certificates representing shares of Common
         Stock upon exercise of the Warrant as required pursuant to the terms
         hereof.

                  (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) (i) The Company shall not effect any exercise of this
         Warrant, and the Holder shall not have the right to exercise any
         portion of this Warrant, pursuant to Section 3(a) or otherwise, to the
         extent that after giving effect to such issuance after exercise, the
         Holder (together with the Holder's affiliates), as set forth on the
         applicable Notice of Exercise, would beneficially own in excess of
         4.99% of the number of shares of the Common Stock outstanding
         immediately after giving effect to such issuance. For purposes of the
         foregoing sentence, the number of shares of Common Stock beneficially
         owned by the Holder and its affiliates shall include the number of
         shares of Common Stock issuable upon exercise of this Warrant with
         respect to which the determination of such sentence is being made, but
         shall exclude the number of shares of Common Stock which would be
         issuable upon (A) exercise of the remaining, nonexercised portion of
         this Warrant beneficially owned by the Holder or any of its affiliates
         and (B) exercise or conversion of the unexercised or nonconverted
         portion of any other securities of the Company (including, without
         limitation, any other Debentures or Warrants) subject to a limitation
         on conversion or exercise analogous to the limitation contained herein
         beneficially owned by the Holder or any of its affiliates. Except as
         set forth in the preceding sentence, for purposes of this Section 3(c),
         beneficial ownership shall be calculated in accordance with Section
         13(d) of the Exchange Act. To the extent that the limitation contained
         in this Section 3(c) applies, the determination of whether this Warrant

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         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. For purposes of this Section 3(c), in determining
         the number of outstanding shares of Common Stock, the Holder may rely
         on the number of outstanding shares of Common Stock as reflected in (x)
         the Company's most recent Form 10-Q or Form 10-K, as the case may be,
         (y) a more recent public announcement by the Company or (z) any other
         notice by the Company or the Company's Transfer Agent setting forth the
         number of shares of Common Stock outstanding. Upon the written or oral
         request of the Holder, the Company shall within two Trading Days
         confirm orally and in writing to the Holder the number of shares of
         Common Stock then outstanding. In any case, the number of outstanding
         shares of Common Stock shall be determined after giving effect to the
         conversion or exercise of securities of the Company, including this
         Warrant, by the Holder or its affiliates since the date as of which
         such number of outstanding shares of Common Stock was reported.

                  (ii) If the Company has not obtained Shareholder Approval (as
         defined below) if required and, pursuant to Section 11(b) herein the
         Exercise Price of this Warrant has been reduced to be below the closing
         bid price of the Common Stock on the Trading Day immediately prior to
         the Closing Date (subject to adjustment for reverse and forward stock
         splits, stock dividends, stock combinations and other similar
         transactions of the Common Stock that occur after the date of this
         Agreement), then the Company may not issue upon exercise of this
         Warrant in the aggregate, in excess of 19.999% of the number of shares
         of Common Stock outstanding on the Trading Day immediately preceding
         the Closing Date, less any shares of Common Stock issued upon
         conversion of or as payment of interest on the Debentures or upon prior
         exercise of this or any other Warrant issued pursuant to the Purchase
         Agreement (such number of shares, the "ISSUABLE MAXIMUM"). If on any
         attempted exercise of this Warrant, the issuance of Warrant Shares
         would exceed the Issuable Maximum and the Company shall not have
         previously obtained the vote of shareholders (the "SHAREHOLDER
         APPROVAL"), if any, as may be required by the applicable rules and
         regulations of the Principal Market (or any successor entity) to
         approve the issuance of shares of Common Stock in excess of the
         Issuable Maximum pursuant to the terms hereof, then the Company shall
         issue to the Holder requesting a Warrant exercise such number of
         Warrant Shares as may be issued below the Issuable Maximum and, with
         respect to the remainder of the aggregate number of Warrant Shares,
         this Warrant shall not be exercisable until and unless Shareholder
         Approval has been obtained. The Holder may, in its sole discretion,
         limit the effect of any adjustment pursuant to Section 11(b) to the
         extent it would otherwise cause this provision to prevent the issuance
         of all of the Warrant Shares.

                  (d) If at any time after one year from the date of issuance of
         this Warrant there is no effective Registration Statement registering
         the resale of the Warrant Shares by the Holder, then this Warrant may
         also be exercised at such time 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 VWAP on the Trading Day immediately preceding the
                        date of such election;

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

                  (X) = the number of Warrant Shares issuable upon exercise
                        of this Warrant in accordance with the terms of this
                        Warrant by means of a cash exercise rather than a
                        cashless exercise.

                  (e) Subject to the provisions of this Section 3, if after the
         Effective Date the VWAP for twenty consecutive Trading Days (the
         "MEASUREMENT PRICE") exceeds 300% of the then Exercise Price (subject
         to adjustment herein) (the "THRESHOLD PRICE"), then the Company may, on
         one occasion and within two Trading Days of such period, call for
         cancellation of all or any portion of this Warrant for which a Notice

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         of Exercise has not yet been delivered (such right, a "CALL"). To
         exercise this right, the Company must deliver to the Holder an
         irrevocable written notice (a "CALL NOTICE"), indicating therein the
         portion of unexercised portion of this Warrant to which such notice
         applies. If the conditions set forth below for such Call are satisfied
         from the period from the date of the Call Notice through and including
         the Call Date (as defined below), then any portion of this Warrant
         subject to such Call Notice for which a Notice of Exercise shall not
         have been received from and after the date of the Call Notice will be
         cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day
         after the date the Call Notice is received by the Holder (such date,
         the "CALL DATE"). Any unexercised portion of this Warrant to which the
         Call Notice does not pertain will be unaffected by such Call Notice. In
         furtherance thereof, the Company covenants and agrees that it will
         honor all Notices of Exercise with respect to Warrant Shares subject to
         a Call Notice that are tendered from the time of delivery of the Call
         Notice through 6:30 p.m. (New York City time) on the Call Date. The
         parties agree that any Notice of Exercise delivered following a Call
         Notice shall first reduce to zero the number of Warrant Shares subject
         to such Call Notice prior to reducing the remaining Warrant Shares
         available for purchase under this Warrant. For example, if (x) this
         Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a
         Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m.
         (New York City time) on the Call Date the Holder tenders a Notice of
         Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the
         right under this Warrant to acquire 25 Warrant Shares will be
         automatically cancelled, (2) the Company, in the time and manner
         required under this Warrant, will have issued and delivered to the
         Holder 50 Warrant Shares in respect of the exercises following receipt
         of the Call Notice, and (3) the Holder may, until the Termination Date,
         exercise this Warrant for 25 Warrant Shares (subject to adjustment as
         herein provided and subject to subsequent Call Notices). Subject again
         to the provisions of this Section 10, the Company may deliver
         subsequent Call Notices for any portion of this Warrant for which the
         Holder shall not have delivered a Notice of Exercise. Notwithstanding
         anything to the contrary set forth in this Warrant, the Company may not
         deliver a Call Notice or require the cancellation of this Warrant (and
         any Call Notice will be void), unless, from the beginning of the 20
         consecutive Trading Days used to determine whether the Common Stock has
         achieved the Threshold Price through the Call Date, (i) the Measurement
         Price equals or exceeds the Threshold Price, (ii) the Company shall
         have honored in accordance with the terms of this Warrant all Notices
         of Exercise delivered by 6:30 p.m. (New York City time) on the Call
         Date, (iii) the Registration Statement shall be effective as to all
         Warrant Shares and the prospectus thereunder available for use by the
         Holder for the resale all such Warrant Shares and (iv) the Common Stock
         shall be listed or quoted for trading on the Principal Market.

         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,
pursuant to the terms hereof.


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         7. TRANSFER, DIVISION AND COMBINATION.

                  (a) Subject to compliance with any applicable securities laws
         and the conditions set forth in Sections 1 and 7(f) hereof and to the
         provisions of Section 4.1 of the Purchase Agreement, this Warrant and
         all rights hereunder are transferable, in whole or in part, 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. 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.

                  (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.

                  (e) If, at the time of the surrender of this Warrant in
         connection with any transfer of this Warrant, the transfer of this
         Warrant shall not be registered pursuant to an effective registration
         statement under the Securities Act and under applicable state
         securities or blue sky laws, the Company may require, as a condition of
         allowing such transfer (i) that the Holder or transferee of this
         Warrant, as the case may be, furnish to the Company a written opinion
         of counsel (which opinion shall be in form, substance and scope
         customary for opinions of counsel in comparable transactions) to the
         effect that such transfer may be made without registration under the
         Securities Act and under applicable state securities or blue sky laws,
         (ii) that the holder or transferee execute and deliver to the Company
         an investment letter in form and substance acceptable to the Company
         and (iii) that the transferee be an "accredited investor" as defined in
         Rule 501(a) promulgated under the Securities Act.

         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, in
the case of the Warrant, 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.

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         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 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 that are immediately
         purchasable hereto immediately thereafter 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.

                  (b) ANTI-DILUTION PROVISIONS. During the Exercise Period, the
         Exercise Price shall be subject to adjustment from time to time as
         provided in this Section 11(b). In the event that any adjustment of the
         Exercise Price as required herein results in a fraction of a cent, such
         Exercise Price shall be rounded up or down to the nearest cent.

                           (i) ADJUSTMENT OF EXERCISE PRICE. Except as set forth
                  in Section 11(b)(ii)(E), if and whenever the Company, any of
                  its Subsidiaries or The Sage Group, plc (or any Affiliates
                  thereof), as applicable, issues or sells, or in accordance
                  with Section 11(b) hereof is deemed to have issued or sold,
                  any shares of Common Stock for an effective consideration per
                  share of less than the then Exercise Price or for no
                  consideration (such lower price, the "BASE SHARE PRICE" and
                  such issuances collectively, a "DILUTIVE ISSUANCE"), then, the
                  Exercise Price shall be reduced to equal the Base Share Price,
                  PROVIDED, that for purposes hereof, all shares of Common Stock
                  that are issuable upon conversion, exercise or exchange of
                  Capital Share Equivalents shall be deemed outstanding
                  immediately after the issuance of such Common Stock. Such
                  adjustment shall be made whenever such shares of Common Stock
                  or Capital Share Equivalents are issued or sold.

                           (ii) EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For
                  purposes of determining the adjusted Exercise Price under
                  Section 11(b) hereof, the following will be applicable:

                                             (A) ISSUANCE OF RIGHTS OR OPTIONS.
                           If the Company in any manner issues or grants any
                           warrants, rights or options, whether or not
                           immediately exercisable, to subscribe for or to
                           purchase Common Stock or other securities
                           exercisable, convertible into or exchangeable for
                           Common Stock ("CONVERTIBLE SECURITIES") (such
                           warrants, rights and options to purchase Common Stock
                           or Convertible Securities are hereinafter referred to
                           as "OPTIONS") and the effective price per share for
                           which Common Stock is issuable upon the exercise of
                           such Options is less than the Exercise Price ("BELOW
                           BASE PRICE OPTIONS"), then the maximum total number
                           of shares of Common Stock issuable upon the exercise
                           of all such Below Base Price Options (assuming full
                           exercise, conversion or exchange of Convertible
                           Securities, if applicable) will, as of the date of
                           the issuance or grant of such Below Base Price

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                           Options, be deemed to be outstanding and to have been
                           issued and sold by the Company for such price per
                           share and the maximum consideration payable to the
                           Company upon such exercise (assuming full exercise,
                           conversion or exchange of Convertible Securities, if
                           applicable) will be deemed to have been received by
                           the Company. For purposes of the preceding sentence,
                           the "effective price per share for which Common Stock
                           is issuable upon the exercise of such Below Base
                           Price Options" is determined by dividing (i) the
                           total amount, if any, received or receivable by the
                           Company as consideration for the issuance or granting
                           of all such Below Base Price Options, plus the
                           minimum aggregate amount of additional consideration,
                           if any, payable to the Company upon the exercise of
                           all such Below Base Price Options, plus, in the case
                           of Convertible Securities issuable upon the exercise
                           of such Below Base Price Options, the minimum
                           aggregate amount of additional consideration payable
                           upon the exercise, conversion or exchange thereof at
                           the time such Convertible Securities first become
                           exercisable, convertible or exchangeable, by (ii) the
                           maximum total number of shares of Common Stock
                           issuable upon the exercise of all such Below Base
                           Price Options (assuming full conversion of
                           Convertible Securities, if applicable). No further
                           adjustment to the Exercise Price will be made upon
                           the actual issuance of such Common Stock upon the
                           exercise of such Below Base Price Options or upon the
                           exercise, conversion or exchange of Convertible
                           Securities issuable upon exercise of such Below Base
                           Price Options.

                                            (B) ISSUANCE OF CONVERTIBLE
                           SECURITIES. If the Company in any manner issues or
                           sells any Convertible Securities, whether or not
                           immediately convertible (other than where the same
                           are issuable upon the exercise of Options) and the
                           effective price per share for which Common Stock is
                           issuable upon such exercise, conversion or exchange
                           is less than the Exercise Price, then the maximum
                           total number of shares of Common Stock issuable upon
                           the exercise, conversion or exchange of all such
                           Convertible Securities will, as of the date of the
                           issuance of such Convertible Securities, be deemed to
                           be outstanding and to have been issued and sold by
                           the Company for such price per share and the maximum
                           consideration payable to the Company upon such
                           exercise (assuming full exercise, conversion or
                           exchange of Convertible Securities, if applicable)
                           will be deemed to have been received by the Company.
                           For the purposes of the preceding sentence, the
                           "effective price per share for which Common Stock is
                           issuable upon such exercise, conversion or exchange"
                           is determined by dividing (i) the total amount, if
                           any, received or receivable by the Company as
                           consideration for the issuance or sale of all such
                           Convertible Securities, plus the minimum aggregate
                           amount of additional consideration, if any, payable
                           to the Company upon the exercise, conversion or
                           exchange thereof at the time such Convertible
                           Securities first become exercisable, convertible or
                           exchangeable, by (ii) the maximum total number of
                           shares of Common Stock issuable upon the exercise,
                           conversion or exchange of all such Convertible
                           Securities. No further adjustment to the Exercise
                           Price will be made upon the actual issuance of such
                           Common Stock upon exercise, conversion or exchange of
                           such Convertible Securities.

                                            (C) CHANGE IN OPTION PRICE OR
                           CONVERSION RATE. If there is a change at any time in
                           (i) the amount of additional consideration payable to
                           the Company upon the exercise of any Options; (ii)
                           the amount of additional consideration, if any,
                           payable to the Company upon the exercise, conversion

                                       7

<PAGE>

                           or exchange of any Convertible Securities; or (iii)
                           the rate at which any Convertible Securities are
                           convertible into or exchangeable for Common Stock (in
                           each such case, other than under or by reason of
                           provisions designed to protect against dilution), the
                           Exercise Price in effect at the time of such change
                           will be readjusted to the Exercise Price which would
                           have been in effect at such time had such Options or
                           Convertible Securities still outstanding provided for
                           such changed additional consideration or changed
                           conversion rate, as the case may be, at the time
                           initially granted, issued or sold.

                                            (D) CALCULATION OF CONSIDERATION
                           RECEIVED. If any Common Stock, Options or Convertible
                           Securities are issued, granted or sold for cash, the
                           consideration received therefor for purposes of this
                           Warrant will be the amount received by the Company
                           therefor, before deduction of reasonable commissions,
                           underwriting discounts or allowances or other
                           reasonable expenses paid or incurred by the Company
                           in connection with such issuance, grant or sale. In
                           case any Common Stock, Options or Convertible
                           Securities are issued or sold for a consideration
                           part or all of which shall be other than cash, the
                           amount of the consideration other than cash received
                           by the Company will be the fair market value of such
                           consideration, except where such consideration
                           consists of securities, in which case the amount of
                           consideration received by the Company will be the
                           fair market value (average of the closing bid and ask
                           price, if traded on any market) thereof as of the
                           date of receipt. In case any Common Stock, Options or
                           Convertible Securities are issued in connection with
                           any merger or consolidation in which the Company is
                           the surviving corporation, the amount of
                           consideration therefor will be deemed to be the fair
                           market value of such portion of the net assets and
                           business of the non-surviving corporation as is
                           attributable to such Common Stock, Options or
                           Convertible Securities, as the case may be. The fair
                           market value of any consideration other than cash or
                           securities will be determined in good faith by the
                           Board of Directors of the Company, or if the Holder
                           reasonably objects to such valuation, by an
                           investment banker or other appropriate expert of
                           national reputation selected by the Company and
                           reasonably acceptable to the holder hereof, with the
                           costs of such appraisal to be borne by the Company.

                                            (E) EXCEPTIONS TO ADJUSTMENT OF
                           EXERCISE PRICE. Notwithstanding the foregoing, no
                           adjustment will be made under this Section 11(b) in
                           respect of (1) the granting or issuance of shares of
                           capital stock or of options to employees,
                           consultants, officers and directors of the Company
                           pursuant to any stock option plan, agreement or
                           arrangement duly adopted or approved by a majority of
                           the non-employee members of the Board of Directors of
                           the Company or a majority of the members of a
                           committee of non-employee directors established for
                           such purpose, (2) upon the exercise of the Debentures
                           or any Debentures of this series or of any other
                           series or security issued by the Company in
                           connection with the offer and sale of this Company's
                           securities pursuant to the Purchase Agreement, or (3)
                           upon the exercise of or conversion of any convertible
                           securities, options or warrants issued and
                           outstanding on the Original Issue Date, provided that
                           the securities have not been amended since the date
                           of the Purchase Agreement, or (4) issuance of
                           securities in connection with acquisitions, strategic
                           investments, or strategic partnering arrangements,
                           the primary purpose of which is not to raise capital,
                           or (5) sales or transfers of shares of Common Stock
                           from The Sage Group, Plc (or any Affiliates thereof)
                           to the Company whereupon such shares are cancelled.

                                       8

<PAGE>

                                    (F) At any time the Company either
                           negatively restates any of its financial statements
                           relating to, or makes any public disclosure that
                           negatively revises or negatively adds to any prior
                           disclosure of, any material transactions of the
                           Company consummated prior to the date hereof, the Set
                           Price shall be reduced, and only reduced, to equal
                           the lowest VWAP during the 5 Trading Days immediately
                           following any such public announcement. For
                           clarification, if such VWAP is above the then Set
                           Price, no adjustment will occur hereunder at such
                           time.

                           (iii) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No
                  adjustment of the Exercise Price shall be made in an amount of
                  less than 1% of the Exercise Price in effect at the time such
                  adjustment is otherwise required to be made, but any such
                  lesser adjustment shall be carried forward and shall be made
                  at the time and together with the next subsequent adjustment
                  which, together with any adjustments so carried forward, shall
                  amount to not less than 1% of such Exercise Price.

         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, at
the option of the Holder, (a) 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, or (b) cash
equal to the value of this Warrant as determined in accordance with the
Black-Sholes option pricing formula. 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.

         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 give notice thereof to the Holder, which notice shall state 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.

                                       9

<PAGE>

         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).

         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.

         Except and to the extent as waived or consented to by the Holder, 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 as set forth in this
Warrant 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.


                                       10

<PAGE>

         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.

                  (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.

                  (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 any affirmative action by Holder to exercise this Warrant or
         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.

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

                                       11


<PAGE>




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


Dated: November 30, 2004
                                             ISLAND PACIFIC, INC.



                                             By: /S/ RAN FURMAN
                                                 ---------------------------
                                                 Name: Ran H. Furman
                                                 Title: CFO


                                       12


<PAGE>



                               NOTICE OF EXERCISE

To:      Island Pacific, Inc.

         (1) The undersigned hereby elects to purchase ________ Warrant Shares
of Island Pacific, 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) Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the cancellation of such number of Warrant Shares as is
                  necessary, in accordance with the formula set forth in
                  subsection 3(d), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares purchasable pursuant to the
                  cashless exercise procedure set forth in subsection 3(d).

         (3) 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:

          __________________________________

          __________________________________

          __________________________________

         (4) ACCREDITED INVESTOR. The undersigned is an "accredited investor" as
defined in Regulation Dpromulgated under the Securities Act of 1933, as amended.

                                        [PURCHASER]


                                        By: ______________________________
                                            Name:
                                            Title:

                                        Dated: ________________________



                                       13


<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 a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


                                       14