EX-99 5 pal128688.txt EXHIBIT 3 - 2ND ADDEND. TO SALE OF BUS. AGMNT. Exhibit 3 SECOND ADDENDUM TO SALE OF BUSINESS AGREEMENT between SOFTLINE LIMITED and SAGE SOFTWARE (SA) (PROPRIETARY) LIMITED and THE SAGE GROUP PLC BOWMAN GILFILLAN INC. 9th Floor, Twin Towers West Sandton City Sandton, 2146 Telephone: (011) 881-9800 Fax: (011) 883-4505 TABLE OF CONTENTS 1. INTERPRETATION.............................................................4 2. AMENDMENTS TO CLAUSE 1 AND APPENDIX 9 OF THE SALE OF BUSINESS AGREEMENT....5 3. COUNTERPARTS...............................................................5 4. GENERAL....................................................................5 SECOND ADDENDUM TO SALE OF BUSINESS AGREEMENT between SOFTLINE LIMITED (Registration no. 1977/002304/06) ("the Seller") and SAGE SOFTWARE (SA) (PROPRIETARY) LIMITED (previously known as Flagman Investments (Proprietary) Limited) (Registration no. 2003/105693/07) ("the Purchaser") and THE SAGE GROUP PLC (Registration no. 2231246) ("The Sage Group plc") WHEREAS: A. The Seller and the Purchaser entered into a Sale of Business Agreement on 26 August 2003 and a First Addendum on 7 November 2003. B. The Parties wish to amend the Sale of Business Agreement to: (i) correct the number of shares of common and preferred stock in Island Pacific held by the Seller; (ii) include the options to purchase shares of common and preferred stock in Island Pacific held by the Seller; and (iii) include the dividends, which have been declared but have not been paid by Island Pacific to the Seller, in respect of the shares of common and preferred stock in Island Pacific held by the Seller. C. Accordingly, the Parties are entering into this Addendum to set out the amendments to the Sale of Business Agreement. NOW THEREFORE THE PARTIES AGREE: 1. INTERPRETATION In this Second Addendum and the preamble above, unless the context requires otherwise:

1.4 words and expressions defined in the Sale of Business Agreement and the First Addendum shall have the same meaning in this Second Addendum as those ascribed to them in the Sale of Business Agreement and the First Addendum. 2. AMENDMENTS TO CLAUSE 1 AND APPENDIX 9 OF THE SALE OF BUSINESS AGREEMENT Clause 1 of the Sale of Business Agreement be and is hereby amended as follows: 2.1 by deleting clause 1.1.28 in its entirety and replacing it with the following new clause 1.1.28:

held by the Seller as set out in APPENDIX 9; 2.2 by substituting the existing APPENDIX 9 to the Sale of Business Agreement with the new APPENDIX 9 attached to this Second Addendum. 3. COUNTERPARTS This Second Addendum may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The Parties may enter into this Second Addendum by signing any such counterpart. 4. GENERAL 4.1 Save as provided for in this Second Addendum, the provisions of the Sale of Business Agreement and the First Addendum shall remain unaltered and of full force and effect. 4.2 If there is any conflict between the provisions of the Sale of Business Agreement, the First Addendum and this Second Addendum, the provisions of this Second Addendum shall prevail. SIGNED at Johannesburg on 24 November 2003. For : SOFTLINE LIMITED /s/ R. Wilkie ------------------------------ Signatory : R. Wilkie Capacity : CFO Authority : Board Resolution SIGNED at Newcastle on 24 November 2003. For : SAGE SOFTWARE(SA)(PROPRIETARY)LIMITED /s/ Paul Walker ------------------------------ Signatory : Paul Walker Capacity : CEO Authority : Board Resolution SIGNED at Newcastle on 24 November 2003. For : THE SAGE GROUP PLC /s/ Paul Walker ------------------------------ Signatory : Paul Walker Capacity : CEO Authority : Board Resolution

SAGE GROUP PLC SC 13D