<PAGE>
EXHIBIT 10.1
OMNIBUS AMENDMENT AND WAIVER
This OMNIBUS AMENDMENT AND WAIVER (this "AMENDMENT"), dated as
of
November 27, 2006, 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
amending and
restating and waiving certain terms of (i) the Amended and Restated
Secured Term
Note, dated as of November 17, 2005 (as amended and restated,
amended, modified
and/or supplemented from time to time, the "NOVEMBER 2005 BRIDGE
NOTE") issued
by the Company to Laurus, (ii) the Registration Rights Agreement by
and between
the Company and Laurus dated November 17, 2005 (as amended,
modified or
supplemented from time to time, the "NOVEMBER 2005 REG. RIGHTS
AGREEMENT"),
(iii) the Securities Purchase Agreement, dated as of November 17,
2005 (as
amended, modified or supplemented from time to time, the "NOVEMBER
2005 PURCHASE
AGREEMENT") by and between the Company and Laurus, (iv) the Amended
and Restated
Secured Convertible Term Note, dated as of July 12, 2004 (as
amended and
restated, amended, modified and/or supplemented from time to time,
THE "JULY
2004 TERM NOTE") issued by the Company to Laurus, (v) 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, (vi) 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"), (vii) 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,
(viii) 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 November 2005 Purchase Agreement and the July
2004
Purchase Agreement, the "PURCHASE AGREEMENTS" and each, a "PURCHASE
AGREEMENT")
by and between the Company and Laurus and (ix) 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 November 2005 Reg. Rights Agreement and 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 November 2005
Bridge Note,
Term Note, Purchase Agreement or Reg. Rights Agreement.
WHEREAS, the Company and Laurus have agreed to make certain changes
to
the November 2005 Bridge Note, the Term Notes, the Purchase
Agreements and the
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:
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WAIVERS
A.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 each of the
following
months: September 2006, October 2006, November 2006, December 2006,
January 2007
and February 2007 on such dates (collectively the "July 2004
Postponed
Principal"); provided that, the July 2004 Postponed Principal shall
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. Monthly Amount payments shall resume pursuant to the
terms of the
July 2004 Term Note on March 1, 2007.
B.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 each of the
following
months: September 2006, October 2006, November 2006, December 2006,
January 2007
and February 2007 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
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