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EXHIBIT 4.5

                              SETTLEMENT AGREEMENT,
                     MUTUAL RELEASE AND COVENANT NOT TO SUE


         This Settlement Agreement, Mutual Release and Covenant Not To Sue (the
"Settlement Agreement") is entered into this ___ day of September, 2003, between
Cord Camera Centers, Inc. ("Cord") and Island Pacific, Inc. ("IPI") (formerly
SVI Retail Inc.). Cord and IPI are collectively referred to hereinafter as the
"Parties."

         In exchange for the promises and covenants set forth below, the Parties
agree as follows:

SECTION 1. RECITALS

         This Agreement is made with reference to the following recital of
essential facts:

         (A) During or about April 2000 through September 2000, the Parties
entered into the following agreements relating to IPI's licensing to Cord and
upgrading, enhancing, modifying, and customizing certain IPI Point of Sale
Software (the "IPI POS Software"):

         POS License Agreement dated April of 2000
         POS Software Support Agreement dated May 2000
         Modification Agreement dated September of 2000

         (B) A dispute has arisen between the Parties resulting in Cord filing
an action against IPI in the United States District Court for the Southern
District of Ohio, Eastern Division, under Case No. C202859 (the "Action") and
IPI filing a counter-claim against Cord (the "Counterclaim");

         (C) The Parties have agreed to settle all and any disputes between them
on the terms of this Settlement Agreement; and

         (D) IPI has agreed to purchase from Cord, and Cord has agreed to sell
to IPI, the IPI POS Software, Cord's rights under the POS Software Agreements,
and all derivatives, enhancements, modifications, upgrades, and customization
(collectively, "Enhancements") performed with respect to the IPI POS Software.

SECTION 2. CORD'S SETTLEMENT OBLIGATIONS

         (A) Cord shall sell to IPI, and IPI shall purchase from Cord, the IPI
POS Software, including any Enhancements and Cord's rights under the POS
Software Agreements, for the consideration specified in Section 3 below. To
effectuate such sale, Cord shall remove IPI's POS Software program and
Enhancements from all computers and/or computer systems in Cord's possession,
custody, or control, and return to IPI's headquarters all copies of IPI's POS
Software program and Enhancements in Cord's possession, custody, or control, no
later than September 30, 2003. Cord shall also return any manuals associated
with IPI's POS Software program. Cord shall retain copies of all mdb (database)
files solely for use as historical data.

         (B) Cord warrants, represents, and covenants to IPI that (a) except for
the use of the mdb files for Cord's sole use as historical data, Cord shall not
use the IPI POS Software or any Enhancement for any purpose whatsoever, and (b)
Cord presently has no knowledge of any claims against IPI other than those
released in accordance with Section 5(A) INFRA.


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SECTION 3. IPI'S PURCHASE OBLIGATIONS

         IPI shall pay the purchase price for the assets purchased in accordance
with Section 2 above, as follows:

         (A) IPI shall pay Cord the sum of $150,000 within five days of
executing this Settlement Agreement.

         (B) IPI shall write off any amounts IPI believes Cord owes IPI as of
the time of the signing of this Settlement Agreement, as well as all maintenance
billing for the period July 1, 2002, through December 31, 2003. Any payments
Cord owed IPI prior to the signing of this Agreement, for Cord's use of IPI's
HOST or POS Software programs or the service contracts relating to those
programs, shall no longer be due.

         (C) IPI agrees to provide Cord a $150,000 credit. Cord may use this
credit to pay for any license or service offered by IPI and its affiliated
companies, at Cord's sole discretion, subject to the following:

                  (1) This credit may be used to offset fees for IPI's services,
such as yearly maintenance and consulting, but not to offset the cost of any
third-party service or products that IPI would have to purchase or acquire.

                  (2) This credit is subject to set-off, as described infra in
Section 4, subsection (E)(2).

         (D) IPI agrees to deliver to Cord 100,000 shares of IPI stock
(currently trading on the American Stock Exchange as IPI) ("IPI stock") in
accordance with this Section 3(D). IPI's and Cord's obligations with regard to
the sale of the IPI stock are set out INFRA in Section 4. The IPI stock shall be
duly authorized, validly issued, fully paid and non-assessable, and free and
clear of any restrictions on transfer (subject to registration of such shares by
IPI as described INFRA). As soon as practicable but no later than 90 days after
the execution date of this Settlement Agreement, IPI shall either deliver
registered IPI stock to Cord or file a registration statement on Form S-1 or
Form S-3 as determined by IPI in its sole discretion (or any successor or other
appropriate forms) with respect to Cord's IPI stock, and shall use its best
efforts to maintain the effectiveness of such registration statement and the
current status of the prospectus or prospectuses contained therein, for so long
as Cord continues to own the IPI stock.


SECTION 4. RESTRICTIONS/OBLIGATIONS WITH REGARD TO THE SALE OF IPI STOCK

         Cord's sale of the 100,000 shares of IPI stock referenced SUPRA is
subject to the following terms and conditions:

         (A) Cord may begin selling its shares of IPI stock immediately upon
receipt, if such stock is registered.


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         (B) Cord may not, however, sell more than 5,000 shares of IPI stock in
any single day.

         (C) The sale of IPI stock by Cord shall produce a minimum price of $3
per share of IPI stock, net of costs, for any IPI stock Cord sells, as provided
in Section 4(E)(1) below, and shall be sold within 30 trading days of receiving
the registered stock, subject to the following conditions:

                  (1) Cord must act in a commercially reasonable manner.

                  (2) Before Cord sells any of its shares of IPI stock for less
than $3 per share, it must provide IPI 24 hours written notice via e-mail of its
intention to sell.

         (D) Cord shall provide an accounting and copies of any documentation
relating to its sales of the IPI stock within one week of each sale of such
stock, unless earlier notice is required under another portion of this
Settlement Agreement.

         (E) Within 7 days following the sale of the last 5,000 shares of IPI
stock owned by Cord, Cord shall provide to IPI a final accounting of its sales
of the IPI stock.

                  (1) If Cord's net proceeds from the sale of the IPI stock,
exclusive of any and all costs associated with such sales, including, but not
limited to brokerage commissions, is less than $300,000, then IPI will pay an
amount in cash or cash equivalents equal to the difference between the $300,000
and Cord's net proceeds. Any payment under this subsection will be made within 7
days of receipt of the final accounting mentioned SUPRA.

                  (2) If Cord's net proceeds from the sale of the IPI stock,
exclusive of any and all costs associated with such sales, including, but not
limited to brokerage commissions, is greater than $300,000, then the credit to
be provided to Cord by IPI under Section 3, subsection (C)(2), SUPRA, shall be
reduced by an amount equal to 50% of the difference between Cord's net proceeds
and $300,000.

         (F) Notwithstanding subsection (A) of this Section 4, IPI shall at all
times retain the right to suspend the sales of Cord's IPI stock if, in its sole
discretion, such suspension is necessary to comply with the federal and state
securities laws applicable to IPI. In the event of such suspension by IPI of the
sale of Cord's IPI stock, IPI shall take any and all such actions or steps as
are necessary to regain compliance with the federal and state securities laws in
order to allow Cord to proceed with the sales of IPI stock and in any event, IPI
shall obtain compliance within 14 days.

         (G) If Cord (a) has not received 100,000 shares of registered IPI stock
within 180 days of the execution date of this Settlement Agreement, or (b)
becomes unable to sell all 100,000 shares of the IPI stock within 30 trading
days of receiving the registered stock due to a suspension of sales under
Section 4, subsection (F), SUPRA, IPI will pay Cord $3 for each share of IPI
stock that Cord is unable to sell. Payments under this subsection (G) are due
within ten days after IPI receives from Cord any IPI stock Cord is unable to
sell under this subsection (G).


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SECTION 5. MUTUAL RELEASE AND COVENANT NOT TO SUE

         (A) Cord. In consideration for the promises and payments contained
herein, Cord, on behalf of itself and all of its affiliates, partners,
employees, agents, successors, assigns, predecessors, attorneys, and any other
person or persons whose claim may arise by and/or through it, hereby RELEASES
any and all claims, actions, causes of action, and demands, of any nature or
kind whatsoever, however arising, known or unknown, which Cord now has or
hereafter may have or claim to have against IPI, its affiliates, independent
contractors, officers, directors, shareholders, agents, successors, assigns,
predecessors, and attorneys, that, directly or indirectly, involve, arise out
of, or are in any way related to Cord's purchase of the IPI POS Software,
including, without limitation, any Enhancements related thereto, the POS
Software Agreements, and any of the facts asserted in the Action, PROVIDED
HOWEVER, that nothing in this provision shall preclude any claim that hereafter
may arise by virtue of a breach of an undertaking or promise set forth in this
Settlement Agreement.

         (B) IPI. In consideration for the promises and payments contained
herein, IPI, on behalf of itself and all of its affiliates, partners, employees,
agents, successors, assigns, predecessors, attorneys, and any other person or
persons whose claim may arise by and/or through it, hereby RELEASES any and all
claims, actions, causes of action, and demands, of any nature or kind
whatsoever, however arising, known or unknown, which IPI now has or hereafter
may have or claim to have against Cord, its officers, directors, shareholders,
agents, successors, assigns, predecessors, and attorneys, that directly or
indirectly, involve, arise out of, or are in any way related to (i) moneys
allegedly owed IPI before or as of the day this Settlement Agreement is executed
or (ii) Cord's alleged unauthorized use of IPI's intellectual property prior to
September 30, 2003; PROVIDED HOWEVER, that nothing in this provision shall
preclude any claim that hereafter may arise by virtue of a breach of an
undertaking or promise set forth in this Settlement Agreement.

SECTION 6. DISMISSAL ENTRIES

         (A) Within ten days of receipt of the consideration set forth above in
Section 3, Cord shall file with the United States District Court for the
Southern District of Ohio, Eastern Division, a Stipulation to Dismiss dismissing
with prejudice the Action.

         (B) Within ten days of receipt of the consideration set forth above in
Sections 3 and 4, IPI shall file with the United States District Court for the
Southern District of Ohio, Eastern Division, a Stipulation to Dismiss dismissing
with prejudice the Counterclaim.

SECTION 7. REPRESENTATIONS AND CONSTRUCTION

         (A) Each Party hereto represents and warrants with respect to itself
that (i) such Party is duly authorized to execute this Settlement Agreement,
(ii) this Settlement Agreement is a valid and binding agreement of such Party
and enforceable against such Party in accordance with its terms, and (iii) such
Party has not previously assigned any of the claims such Party has purported to
release under this Settlement Agreement.

         (B) Each Party hereto understands and agrees that neither this
Settlement Agreement nor any of the payments or releases contained herein shall
be construed as an admission of liability or fault as to any claim or allegation
made against a Party or their attorneys, partners, employers, employees, agents,
successors, predecessors, or assigns.


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         (C) Each Party hereto understands and agrees that this Settlement
Agreement shall be governed by and construed in accordance with the laws of the
State of Ohio. The spirit and intent of this Settlement Agreement is to
terminate with finality the Action and the Counterclaim and all controversies
and disputes that were raised or that could have been raised by any of the
Parties to the Action and the Counterclaim. This Settlement Agreement shall be
interpreted in accordance with such spirit and intent.

          (D) Each Party hereto understands and agrees that any action to
enforce rights and/or obligations granted and/or mandated by this Settlement
Agreement shall be brought in the Court of Common Pleas for Franklin County,
Ohio.

         (E) Each Party represents that before signing this Settlement Agreement
it has carefully read this Settlement Agreement and received the advice of its
own counsel concerning the meaning and legal effect of its terms. Each Party
further acknowledges that it is freely and voluntarily signing this Settlement
Agreement and intends to be fully bound hereby.

SECTION 8. HEIRS, SUCCESSORS AND ASSIGNS

         This Settlement Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the Parties hereto and their respective
heirs, successors, and assigns by law or in interest.

SECTION 9. REMEDIES FOR BREACH

         The Parties hereby agree that they may enforce any provision of this
Settlement Agreement, and consent to suit as to any breach thereof. Upon the
breach of any term or condition of this Settlement Agreement by any Party, the
non-breaching Party shall have full recourse for all damages, to specifically
include costs and attorneys' fees.

SECTION 10. CONFIDENTIALITY

         The Parties agree that they and their respective directors, officers,
shareholders, partners, employees, agents, successors, assigns, and attorneys
shall keep the existence and terms of this Settlement Agreement confidential
except to the extent any Party makes disclosures to his or its auditors or
attorneys, and to the extent that any Party is compelled to make disclosures to
any federal, state, or other regulatory agency, or to the extent otherwise
required by law.

SECTION 11. COUNTERPARTS

         This Settlement Agreement may be signed separately by each Party. Each
signed copy of the Settlement Agreement shall be deemed an original, and both
signed copies together shall constitute one and the same instrument.

SECTION 12. ENTIRE AGREEMENT

         This Settlement Agreement embodies the entire agreement and
understanding of the Parties hereto with regard to the subject matter contained
herein. There are no restrictions, promises, representations, warranties,
covenants, or undertakings other than those expressly set forth or referred to
herein.


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         IN WITNESS HEREOF, the Parties hereto have caused this Settlement
Agreement to be duly executed as of the day and year set forth opposite their
signatures and, further, agree that signatures transmitted by facsimile are and
shall be binding as the original signatures to this Settlement Agreement.

                                             ISLAND PACIFIC, INC.



Date: 9/30/03                                By: /s/ Ran Furman
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Witness: Tricia Skoda                        Position:  CFO




                                             CORD CAMERA CENTERS, INC.


Date: 9-30-03                                By: /s/ Steven Q. Cordle
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Witness: Karen Hartman                       Position: President