Retail Pro, Inc.

SVI HOLDINGS, INC.

S-8

EX 4.1 INCENTIVE STOCK OPTION PLAN

EX-4.1

EX-4.2, COMMON STOCK OPTION AGREEMENT

EX-4.2

OPINION AND CONSENT OF SOLOMON, WARD, ET. AL. LLP

EX-5

CONSENT OF INDEPENDENT CPA

EX-23.1