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EXHIBIT 4.10


              AMENDMENT NO. 2 TO THE 9% CONVERTIBLE DEBENTURE, DUE
          MAY 15, 2006, ISSUED TO MIDSUMMER INVESTMENT LTD. AND WAIVER

         This Amendment No. 2 ("AMENDMENT") is made to that certain 9%
Convertible Debenture, due May 15, 2006, issued by Island Pacific, Inc. (the
"COMPANY") to Midsummer Investment Ltd. ("MIDSUMMER") (the "DEBENTURE").

         FOR VALUE RECEIVED, and in consideration for Midsummer (a) waiving all
outstanding accrued and unpaid liquidated damages, pursuant to the Debenture and
the Registration Rights Agreement dated as of March 15, 2004 among the Company,
Midsummer and the purchasers signatory thereto (the "Registration Rights
Agreement"), due and owing as of the date of this Amendment, (b) waiving all
such liquidated damages that may accrue prior to January 31, 2005, (c) forever
waiving and forbearing any and all rights and remedies with respect to the
Events of Default under the Debenture that occurred (i) on November 15, 2004 as
a result of the Company's failure to cause a registration statement to be
declared effective on or prior to such date pursuant to the terms of Amendment
No. 1 to the Debenture, dated July 30, 2004 (the "FIRST AMENDMENT") and (ii) on
October 29, 2004 as a result of the Company's failure to secure Shareholder
Approval for the issuance of the Debenture and related warrants (PROVIDED,
HOWEVER, that the waivers and forbearances in this subparagraph (c) shall not
apply to any other past, present or future Event of Default that may have, has
or does occur), and (d) agreeing to all other amendments to the Debenture set
forth herein, the parties agrees as follows:

         1. INTEREST PAYMENTS. The Preamble to the Debenture shall be amended
and restated as follows:

                  "FOR VALUE RECEIVED, the Company promises to pay to Midsummer
         Investment Ltd. or its registered assigns (the "HOLDER"), the principal
         sum of $1,250,000 on May 15, 2006 or such earlier date as the
         Debentures are required or permitted to be repaid as provided hereunder
         (the "MATURITY DATE") and to pay interest to the Holder on the
         aggregate unconverted and then outstanding principal amount of this
         Debenture at the rate of 9% per annum, payable monthly, beginning on
         the first day of the first month after the Original Issue Date and on
         each Conversion Date (as to that principal amount then being
         converted), on each Monthly Redemption Date (as to that principal
         amount then being redeemed) and on the Maturity Date (except that, if
         any such date is not a Business Day, then such payment shall be due on
         the next succeeding Business Day) (each such date, an "INTEREST PAYMENT
         DATE"), in cash or shares of Common Stock at the Interest Conversion
         Rate, or a combination thereof; PROVIDED, HOWEVER, payment in shares of
         Common Stock may only occur if during the 20 Trading Days immediately
         prior to the applicable Interest Payment Date ("CONDITION PERIOD") all
         of the Equity Conditions have been met and the Company shall have given
         the Holder notice in accordance with the notice requirements set forth
         below; PROVIDED, HOWEVER, if prior to any Condition Period the Company
         notifies the Holder that the Interest Conversion Rate as to such
         Condition Period shall be 80% of the lesser of (i) the average of the
         20 VWAPs immediately prior to the such applicable Interest Payment Date
         or (ii) the average of the 20 VWAPs immediately prior to the date such
         applicable interest payment shares are issued and delivered if after
         the Interest Payment Date, the Company shall not be required to meet
         clause (iii) of the Equity Conditions during such Condition Period
         regarding the effectiveness of the registration statements. The Company
         may indicate in such notice that such adjustment of the Interest
         Conversion Rate shall continue until such time as the Company provides
         the Holder with 20 Trading Days' prior written notice to the contrary.
         Subject to the terms and conditions herein, the decision whether to pay
         interest hereunder in shares of Common Stock or cash shall be at the
         discretion of the Company. Not less than 20 Trading Days prior to each
         Interest Payment Date, the Company shall provide the Holder with
         written notice of its election to pay interest hereunder either in cash
         or shares of Common Stock (the Company may indicate in such notice that
         the election contained in such notice shall continue for later periods
         until revised). Within 20 Trading Days prior to an Interest Payment
         Date, the Company's election (whether specific to an Interest Payment
         Date or continuous) shall be irrevocable as to the ensuing Interest
         Payment Date. Subject to the aforementioned conditions, failure to
         timely provide such written notice shall be deemed an election by the
         Company to pay the interest on such Interest Payment Date in cash.
         Interest shall be calculated on the basis of a 360-day year and shall
         accrue daily commencing on the Original Issue Date until payment in
         full of the principal sum, together with all accrued and unpaid
         interest and other amounts which may become due hereunder, has been
         made. Payment of interest in shares of Common Stock shall otherwise
         occur pursuant to Section 4(b) and for purposes of the payment of
         interest in shares only, the Interest Payment Date shall be deemed the
         Conversion Date for those shares. Interest shall cease to accrue with
         respect to any principal amount converted, provided that the Company in
         fact delivers the Conversion Shares within the time period required by
         Section 4(b)(i). Interest hereunder will be paid to the Person in whose
         name this Debenture is registered on the records of the Company
         regarding registration and transfers of Debentures (the "DEBENTURE
         REGISTER"). All overdue accrued and unpaid interest to be paid
         hereunder shall entail a late fee at the rate of 12% per annum (or such
         lower maximum amount of interest permitted to be charged under
         applicable law) ("LATE Fee") which will accrue daily, from the date
         such interest is due hereunder through and including the date of
         payment. Except as is set forth in Section 5(a) of this Debenture, the
         Company may not prepay any portion of the principal amount of this
         Debenture without the prior written consent of the holders."

         2. SET PRICE OF THE DEBENTURE. Section 4(c)(i) of the Debenture shall
be amended and restated as follows:

                  "(c)(i) CONVERSION PRICE. The conversion price in effect on
         any Conversion Date shall be equal to $0.37 (subject to adjustment
         herein)(the "SET PRICE")."

         Such reduction shall be automatic, effective immediately and not
require any further action by the Company or Midsummer to effect such
adjustment.

         3. ADDITIONAL WARRANT. Within 3 Trading Days of the date hereof, the
Company shall issue Midsummer an additional warrant, in the form of the Series A
Warrants, to purchase up to 200,000 shares of Common Stock at an exercise price
equal to $0.41 per share, subject to adjustment therein, with terms and
conditions otherwise identical to the Series A Warrants ("SECOND AMENDMENT
WARRANT").

         4. REGISTRATION OF COMMON STOCK ISSUABLE PURSUANT TO THIS AMENDMENT.
All shares of Common Stock issuable pursuant to the Debentures, the Series A
Warrants, the Series B Warrants, the First Amendment and the Second Amendment
Warrant shall be included in the next registration statement to be filed by the
Company. The Company shall use best efforts to have such registration statement
declared effective on or prior in January 31, 2005 ("AMENDMENT EFFECTIVENESS
DATE"). It is acknowledged and understood that any failure to cause such
registration statement to be declared effective on or before the Amendment
Effectiveness Date, or the occurrence of any Event under the Registration Rights
Agreement, shall result in the resumption of liquidated damages thereunder
accruing on and from February 1, 2005.

         5. EQUITY CONDITIONS. The definition of Equity Conditions set forth in
Section 6(b) of the Debenture is amended as follows:

         Subsection (vii) is deleted in its entirety and replaced as follows:

         "(vii) (A) any contemplated issuance, ignoring for such purposes any
         conversion or exercise limitations, does not violate the limitations
         set forth in Sections 4(a)(ii)(A) and (B) all of the shares issued or
         issuable pursuant to the Transaction Documents in full, ignoring for
         such purposes any conversion or exercise limitation therein, would not
         violate the limitations set forth in Sections 4(a)(ii)(B)"

         6. MIDSUMMER'S REPRESENTATIONS. In connection with the issuance of the
Second Amendment Warrant Midsummer represents and warrants the following:

                  (a) VIEW TO DISTRIBUTE. Midsummer is acquiring the Second
Amendment Warrant as principal for its own account and not with a view to or for
distributing or reselling such securities or any part thereof, without
prejudice, however, to Midsummer's right, subject to the provisions of the
Second Amendment Warrant, at all times to sell or otherwise dispose of all or
any part of such securities pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), or under an
exemption from such registration and in compliance with applicable federal and
state securities laws. Midsummer is acquiring the Second Amendment Warrant in
the ordinary course of its business and does not have any agreement or
understanding, directly or indirectly, with any person to distribute any of such
securities.

                  (b) MIDSUMMER STATUS. At the time Midsummer was offered the
Second Amendment Warrant, it was, and at the date hereof it is, and on each date
on which it exercises the Second Amendment Warrant it will be, an "accredited
investor" as defined in Rule 501(a) under the Securities Act. Midsummer has not
been formed solely for the purpose of acquiring the Second Amendment Warrant.
Midsummer is not a registered broker-dealer under Section 15 of the Securities
and Exchange Act of 1934, as amended.

                  (c) EXPERIENCE OF MIDSUMMER. Midsummer, either alone or
together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Second Amendment
Warrant, and has so evaluated the merits and risks of such investment. Midsummer
is able to bear the economic risk of an investment in the Second Amendment
Warrant and, at the present time, is able to afford a complete loss of such
investment.

                  (d) GENERAL SOLICITATION. Midsummer is not purchasing the
Second Amendment Warrant as a result of any advertisement, article, notice or
other communication regarding the Second Amendment Warrant published in any
newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general
advertisement.

         7. SHAREHOLDER APPROVAL. The Company represents and warrants to
Midsummer that the conversion or exercise in full of all of the securities of
the Company held by Midsummer that were issued pursuant to the Transaction
Documents, ignoring for such purposes any conversion or exercise limitations,
does not require Shareholder Approval under the rules and regulations of the
Principal Market. If at any time hereafter the Company believes, or is notified
by Midsummer or the Principal Market that shareholder approval is required for
the exercise in full of all such securities, ignoring for such purposes any
conversion or exercise limitations, the Company shall hold a special meeting of
shareholders (which may also be at the annual meeting of shareholders) within
120 days of such date for the purpose of obtaining Shareholder Approval, with
the recommendation of the Company's Board of Directors that such proposal be
approved, and the Company shall solicit proxies from its shareholders in
connection therewith in the same manner as all other management proposals in
such proxy statement and all management-appointed proxyholders shall vote their
proxies in favor of such proposal.

         8. ADJUSTMENT TO SET PRICE. Subsection 4(c)(viii) is deleted and
replaced in its entirety as follows:

          "Prior to submitting the transactions contemplated by the Purchase
          Agreement to a vote for Shareholder Approval, the Company agrees that
          it is prohibited from taking any actions specified in Sections
          4(c)(iii)-(v) which would result in any adjustment to the Set Price
          that would cause the transactions contemplated under the Transaction
          Documents to violate the rules of the Principal Market. Whenever the
          Set Price is adjusted pursuant to any of Section 4(c)(ii) - (v), the
          Company shall promptly mail to each Holder a notice setting forth the
          Set Price after such adjustment and setting forth a brief statement of
          the facts requiring such adjustment."

         9. EFFECT ON DEBENTURE. Except as expressly set forth above, all of the
terms and conditions of the Debenture and the First Amendment shall continue in
full force and effect after the execution of this Amendment, and shall not be in
any way changed, modified or superseded by the terms set forth herein.

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

         11. DEFINITIONS. CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN HAVE
THE MEANINGS GIVEN TO SUCH TERMS IN THE DEBENTURE.

         Executed as of November 30, 2004 by the undersigned duly authorized
representatives of the Company and Midsummer:


ISLAND PACIFIC, INC.                    MIDSUMMER INVESTMENT LTD.


By: /s/ RAN FURMAN                      By: /s/ SCOTT D. KAUFMAN
    ----------------------------            ------------------------------
Name: Ran H. Furman                     Name: Scott D. Kaufman
Title: CFO                              Title: Managing Director,
                                               Midsummer Capital LLC
                                               Acting as investment manager of
                                               Midsummer Investment Ltd.