<PAGE>
EXHIBIT 10.2
AMENDMENT AND WAIVER
This AMENDMENT AND WAIVER (this "AMENDMENT"), dated as of November
16,
2005, is entered into by and between ISLAND
PACIFIC, INC., a Delaware
corporation (the "COMPANY"), and LAURUS
MASTER FUND, LTD., a Cayman Islands
company ("LAURUS"), for the purpose of
amending and waiving certain terms of (i)
the Amended and Restated Secured
Convertible Term Note, dated as of July 12,
2004 (as amended, modified and/or
supplemented from time to time, the "JULY 2004
TERM NOTE") issued by the Company to
Laurus, (ii) the Securities Purchase
Agreement, dated as of July 12, 2004 (as
amended, modified or supplemented from
time to time, the "July 2004 Purchase
Agreement") by and between the Company and
Laurus, (iii) the Registration Rights
Agreement by and between the Company and
Laurus dated July 12, 2004 (as amended,
modified or supplemented from time to
time, the "JULY 2004 REG. RIGHTS
AGREEMENT"), (iv) the Secured Convertible Term
Note, dated as of June 15, 2005 (as
amended, modified and/or supplemented from
time to time, the "JUNE 2005 TERM NOTE" and
together with the July 2004 Term
Note, the "TERM NOTES" and each, a "TERM
NOTE") issued by the Company to Laurus,
(v) the Securities Purchase Agreement,
dated as of June 15, 2005 (as amended,
modified or supplemented from time to time,
the "JUNE 2005 PURCHASE AGREEMENT"
and together with the July 2004 Purchase
Agreement, the "PURCHASE AGREEMENTS"
and each, a "PURCHASE AGREEMENT") by and
between the Company and Laurus and (vi)
the Registration Rights Agreement by and
between the Company and Laurus dated
June 15, 2005 (as amended, modified and/or
supplemented from time to time, the
"JUNE 2005 REG. RIGHTS AGREEMENT" and
together with the July 2004 Reg. Rights
Agreement, the "REG. RIGHTS AGREEMENTS" and
each, a "REG. RIGHTS AGREEMENT").
Capitalized terms used herein without
definition shall have the meanings
ascribed to such terms in the applicable
Term Note, Purchase Agreement or Reg.
Rights Agreement.
WHEREAS, the Company and Laurus have agreed to make certain changes
to
the Term Notes, Purchase Agreements and
Reg. Rights Agreements as set forth
herein.
NOW, THEREFORE, in consideration of the above, and for other good
and
valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
1. Laurus and the Company hereby agree that the Company shall not
be
required to pay the principal portion of
any Monthly Amount (as defined in the
July 2004 Term Note) due on the first
business day of November 2005, December
2005, January 2006 and February 2006 on
such dates (collectively, the "JULY 2004
POSTPONED PRINCIPAL"); PROVIDED THAT, the
July 2004 Postponed Principal shall
each be paid in full on the Maturity Date
(as defined in the July 2004 Term
Note), together with all other amounts due
and payable on such date under the
July 2004 Purchase Agreement and the
Related Agreements referred to in the July
2004 Purchase Agreement.
2. Laurus and the Company hereby agree that the Company shall not
be
required to pay the principal portion of
any Monthly Amount (as defined in the
June 2005 Term Note) due on the first
business day of November 2005, December
2005, January 2006 and February 2006 on
such dates (collectively, the "JUNE 2005
POSTPONED PRINCIPAL"); PROVIDED THAT, the
June 2005 Postponed Principal shall
each be paid in full on the Maturity Date
(as defined in the June 2005 Term
Note), together with all other amounts due
and payable on such date under the
June 2005 Purchase Agreement and the
Related Agreements referred to in the June
2005 Purchase Agreement.
<PAGE>
3. The last sentence of Section 10.4 set forth in each Purchase
Agreement is hereby deleted in its entirety
and, in each case, the following new
sentence is hereby inserted in lieu
thereof:
"Except upon the occurrence of an Event of Default (as defined
in the Note) and the continuance thereof, Purchaser may not assign
its
rights hereunder to a competitor of the Company."
4. Section 6.4 of each Purchase Agreement is hereby deleted in
its
entirety and, in each case, the following
new Section 6.4 is hereby inserted in
lieu thereof:
"6.4 REPORTING REQUIREMENTS. The Company will deliver, or
cause to be delivered, to the Purchaser each of the following,
which
shall be in form and detail acceptable to the Purchaser:
6.4.1 As soon as available, and in any event within ninety
(90) days after the end of each fiscal year of the Company, each of
the
Company's and each of its Subsidiaries' audited financial
statements
with a report of independent certified public accountants of
recognized
standing selected by the Company and reasonably acceptable to
the
Purchaser (the "ACCOUNTANTS"), which annual financial statements
shall
be without qualification and shall include each of the Company's
and
each of its Subsidiaries' balance sheet as at the end of such
fiscal
year and the related statements of each of the Company's and each
of
its Subsidiaries' income, retained earnings and cash flows for
the
fiscal year then ended, prepared on a consolidating and
consolidated
basis to include the Company, each Subsidiary of the Company and
each
of their respective affiliates, all in reasonable detail and
prepared
in accordance with GAAP, together with (i) if and when
available,
copies of any management letters prepared by the Accountants; and
(ii)
a certificate of the Company's President, Chief Executive Officer
or
Chief Financial Officer stating that such financial statements
have
been prepared in accordance with GAAP and whether or not such
officer
has knowledge of the occurrence of any Event of Default (as defined
in
the Note) and, if so, stating in reasonable detail the facts
with
respect thereto;
6.4.2 As soon as available and in any event within forty five
(45) days after the end of each fiscal quarter of the Company,
an
unaudited/internal balance sheet and statements of income,
retained
earnings and cash flows of the Company and each of its Subsidiaries
as
at the end of and for such quarter and for the year to date period
then
ended, prepared on a consolidating and consolidated basis to
include
all the Company, each Subsidiary of the Company and each of
their
respective affiliates, in reasonable detail and stating in
comparative
form the figures for the corresponding date and periods in the
previous
year, all prepared in accordance with GAAP, subject to year-end
adjustments and accompanied by a certificate of the Company's
President, Chief Executive Officer or Chief Financial Officer,
stating
(i) that such financial statements have been prepared in
accordance
with GAAP, subject to year-end audit adjustments, and (ii) whether
or
not such officer has knowledge of the occurrence of any Event
of
Default (as defined in the Note) not theretofore reported and
remedied
and, if so, stating in reasonable detail the facts with respect
thereto;
6.4.3. As soon as available and in any event within twenty
(20) days after the end of each calendar month, an
unaudited/internal
statement of income, of each of the Company and its Subsidiaries as
at
the end of and for such month and for the year to date period
then
2
<PAGE>
ended, prepared on a consolidating and consolidated basis to
include
the Company, each Subsidiary for the Company and each of their
respective affiliates, in reasonable detail and stating i
