<PAGE>
EXHIBIT 10.1
OMNIBUS AMENDMENT AND WAIVER
This OMNIBUS AMENDMENT AND WAIVER (this "AMENDMENT"), dated as of
March
__, 2007, is entered into by and between ISLAND PACIFIC, INC., a
Delaware
corporation (the "COMPANY"), and _________________ ("Xxxx"), 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 Xxxx, (ii) the
Registration Rights
Agreement by and between the Company and Xxxx 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
Xxxx, (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 Xxxx,
(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 Xxxx, (vi) the Registration Rights
Agreement by and
between the Company and Xxxx 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 Xxxx, (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 Xxxx
and (ix) the
Registration Rights Agreement by and between the Company and Xxxx
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 Xxxx 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:
1
<PAGE>
AMENDMENTS
----------
1. The definition of Maturity Date appearing in the November
2005
Bridge Note is hereby amended to extend such Maturity Date to "June
30, 2007".
2. Xxxx 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 October 2005,
March 2007,
April 2007, May 2007, and June 2007 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. Monthly Amount payments shall resume
pursuant to the
terms of the July 2004 Term Note on July 1, 2007.
3. Xxxx 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 March 2007,
April 2007,
May 2007 and June 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 2005
Purchase
Agreement. Monthly Amount payments shall resume pursuant to the
terms of the
June 2005 Term Note on July 1, 2007.
4. The November 2005 Bridge Note is hereby amended and restated in
the
form attached hereto as EXHIBIT A (the "THIRD AMENDED AND RESTATED
SECURED TERM
NOTE"). For the avoidance of doubt, the amendment and restatement
of the
November 2005 Bridge Note as set forth in this Section 1 shall be
in
substitution for and not in satisfaction of the November 2005
Bridge Note. Upon
the execution of this Amendment and Waiver and prior to Company
delivering an
originally executed copy of th
