WAREHOUSE SERVICES AND BAILMENT AGREEMENT

     This  Agreement  (the  "Agreement")  is entered into as of February 3, 2003
(the  "Effective  Date"),  between  I/OMagic  Corporation,  a Nevada corporation
("I/OMagic")  and  Behavior  Tech Computer (USA) Corp., a California corporation
("Supplier").

                                    RECITALS

     WHEREAS, Supplier desires to store certain products (the "Products") at one
or  more  warehouses  operated  by  I/OMagic  (any  such  warehouse  referred to
hereafter  as  the  "Warehouse");

     WHEREAS,  such  Products delivered to the Warehouse shall remain Supplier's
inventory  until  such  time  as  the  Products  are  purchased from Supplier by
I/OMagic  pursuant  to  a  purchase  order;

     WHEREAS,  Supplier  has  agreed  to  sell  up  to  ten  million  dollars
($10,000,000),  or  an  amount agreed upon by Supplier, of Products to I/OMagic;

     WHEREAS,  upon  the  completion  of  the sale, the purchased Products shall
become  the  property  of  I/OMagic;  and

     WHEREAS,  the  parties  desire  to enter into an agreement whereby I/OMagic
agrees  to hold the Products in its Warehouse as Supplier's inventory until such
time  as  the  Products  are  purchased  by  I/OMagic  from  Supplier.

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises and covenants
contained  in  this  Agreement,  the  receipt  and  adequacy of which are hereby
acknowledged,  the  parties  agree  as  follows:
                                    AGREEMENT

1.     BAILMENT  RELATIONSHIP:  Supplier  hereby appoints I/OMagic as its bailee
and consigns to I/OMagic the Products for warehousing and delivery in accordance
with  the  following terms and conditions, and I/OMagic accepts such appointment
pursuant  to  the  terms  contained  herein.  I/OMagic  shall  be  bailee of the
Products  for  and  on  behalf  of  Supplier.

2.     PRODUCTS  SUBJECT  TO BAILMENT: This bailment shall apply to the Products
which  shall  be  provided  to I/OMagic from time to time in such numbers as the
parties  may  agree.  All  Products  shall  be  held  by  I/OMagic as Supplier's
inventory until the Products are purchased by I/OMagic from Supplier pursuant to
a  purchase  order.  At  such  time,  I/OMagic  shall  become  the  owner of the
purchased  Products,  and  title  to  the purchased Products shall transfer from
Supplier  to  I/OMagic.

3.     EFFECTIVE  DATE:  This  Agreement shall become effective on the Effective
Date  and  shall  continue in full force and effect until terminated as provided
below.

4.     DELIVERY OF PRODUCT TO WAREHOUSE: Supplier shall cause the Products to be
delivered  to  the  Warehouse  located  at 1300 E. Wakeham Avenue, Santa Ana, CA

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92705,  or any other warehouses operated by I/OMagic as agreed upon by Supplier,
at  Supplier's  sole  cost  and  risk  of  loss.

5.     I/OMAGIC  LIABILITY  FOR PRODUCT DAMAGE: I/OMagic shall be liable for all
loss  or  damage  to  the  Products  caused  by  I/OMagic's  acts  or omissions.

6.     The  parties  agree  that any damage or loss freight claims filed against
I/OMagic  under  this  Agreement  will  be  settled within thirty (30) days of a
complete  filing.  The  parties agree that I/OMagic's care, custody, and control
over  the  Products  shall  commence  when  the  Products  are being unloaded at
I/OMagic's  facility.

7.     I/OMagic  shall  be liable for loss of or injury to the Products while in
I/OMagic's  care,  custody,  and  control caused by I/OMagic's gross negligence.

8.     NO  WAREHOUSE FEES: The parties agree that the Products are being held at
I/OMagic's  Warehouse  so  as to allow I/OMagic immediate access to the Products
upon  the  purchase  of  the  same.  In receiving and exchange of such benefits,
I/OMagic  shall  not  charge  any  warehouse  fees  to  Supplier.

9.     I/OMAGIC'S  OBLIGATIONS:  During  the  term  of  this Agreement, I/OMagic
agrees  to maintain an accurate inventory management system, record tracking all
transactions related to the Products.  From time to time during regular business
hours,  Supplier  or  its  authorized  representative  shall have access to such
inventory  management  tracking  information  and  may  examine such records and
I/OMagic's  accounts  related  to  the  Products.

10.      I/OMagic  shall  furnish  Supplier  with  weekly and monthly statements
indicating  all  Products  received  and  all  sales  transactions  during  the
applicable period, as well as the currently inventory.  Upon Supplier's request,
I/OMagic shall furnish Supplier with updated statements indicating the extent of
current  inventory  on  as  as-needed  basis.

11.     I/OMagic  shall obtain all-risk property insurance in an amount equal to
fully  insure  all  Products  in  its  care,  custody and control, and will list
Supplier  as  a  loss  payee  on  such policy where Supplier's interest appears.
I/OMagic  will  provide  Supplier  with  a  certificate  of  insurance.

12.      STORAGE:  At all times that the Products are in its possession or under
its  control, I/OMagic shall store and maintain the Products in suitable storage
facilities  in accordance with all applicable laws and Supplier's guidelines and
instructions  as  revised  from  time  to  times  as  mutually agreed to between
I/OMagic  and  Supplier.

13.     MANAGEMENT:  I/OMagic  agrees  to  appoint at least one person to manage
the  Products.  This  person  shall be in charge of providing updated reports to
Supplier  on  a  regular basis regarding inventory, sale transactions, shipments
and  other  relevant  activities.

14.     SALE  AND  PURCHASE  OF  PRODUCTS:  At  any time during the term of this
Agreement,  I/OMagic  may  purchase Supplier's Products held in its Warehouse by
issuing  a  purchase  order to the Supplier.  Once the Supplier has accepted the
purchase  order  in writing, the purchase products may be released from bailment

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to  I/OMagic.  I/OMagic  must  receive  authorization  from the Supplier for the
purchase  order  before  Products  may  be  released  to  I/OMagic.

15.     EXPIRATION  AND  TERMINATION:  This  Agreement may be terminated with or
without cause by any party upon sixty (60) day prior written notice to the other
parties;  provided,  however, any such termination shall not relieve I/OMagic or
Supplier  from  its obligation due at such time of termination. Upon termination
of  this  Agreement,  I/OMagic  shall  immediately  send  all  Products  in  its
possession  to  Supplier,  at Supplier's cost and risk of loss, or to such other
location  as  Supplier may designate in writing.  Notwithstanding the foregoing,
if  any  party  breaches  this Agreement, either of the nonbreaching parties may
terminate  this  Agreement  without  notice if the breaching party fails to cure
such  breach  within  fifteen  (15) days after receiving written notice thereof.

16.     PAYMENT  OF  TAX.  All  property tax on the stored Products shall be the
responsibility  of  the Supplier.  Each party shall be responsible for reporting
its own income derived from this Agreement and for the payment of its own income
tax.

17.     ADVANCE  SHIPMENT  NOTIFICATION:  Supplier  shall  provide I/OMagic with
shipment  notices  of  Product  arriving  into  the  Warehouse.

18.     ATTONEYS'  FEES:  Should any action be commenced to interpret or enforce
the  provisions  of this Agreement by any party, the prevailing party or parties
shall  entitled to reasonable attorneys' fees in addition to any other relief to
which  it  may  be  entitled.

19.GOVERNING  LAW,  VENUE:  This Agreement shall be governed by and construed in
accordance  with  the  laws  of  the  State  of California without regard to its
conflict  of  laws  provisions.  The  sole  and  exclusive  jurisdiction for the
resolution  of disputes relating to this Agreement shall be the state or federal
courts in the State of California.  The parties hereby consent and submit to the
personal  jurisdiction  of  such  courts  for the purpose of litigating any such
action.

20.     COMPLETE  AGREEMENT;  MODIFICATION; SEVERABILITY; WAIVER: This Agreement
is  a  complete  statement of the rights and responsibilities of the parties and
supersedes any prior negotiations, agreements or understandings, whether written
or  oral, that may have been made or entered into with regard to the Services to
be  provided  hereunder.  If  any conflict exists between this Agreement and any
prior  agreement between the parties or between this Agreement and any terms and
conditions  or  purchase  or  sale hereafter used by the parties, this Agreement
shall prevail.  No modification of this Agreement will be effective unless it is
in  writing  and  signed  by  authorized  representatives  of  the parties.  The
provisions  of  this Agreement are severable; if any provision is unenforceable,
the  remaining  provisions  will  remain  in  effect.  Failure  to  enforce  any
provision  of  this Agreement shall neither be deemed a waiver of such provision
nor  deemed  a  waiver  of  future  enforcement  of that or any other provision.

21.     RELATIONSHIP  OF  THE  PARTIES:  None  of  the  parties is designated or
appointed  an  agent  or representative to any of the other parties and no party
will  have  any  authority,  either  express or implied, to create or assume any
agency  or  obligation  on  behalf of, or in the name of, the other parties.  No
party  will have any responsibility for, or obligations to, the employees of the
other.

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22.     ASSIGNMENT:  No  party  may  assign  this  Agreement  or  any  right  or
obligation  under  it  without  the  express  prior written consent of the other
parties.  Any  assignment  in  contravention  to  this  Agreement shall be void.

23.     INDEMNIFICATION: Subject to the limitations set forth herein, each party
hereby agrees to indemnify, defend and hold harmless the other parties and their
directors,  officers  and employees from and against any and all claims, losses,
demands,  costs  or liabilities, including reasonable attorneys' fees, resulting
from or in connection with third party claims arising from such part's breach of
this  Agreement,  or  such  part's  acts  or  omissions  while  performing  this
Agreement.  Such  indemnification  shall  survive  the  termination  of  this
Agreement.

24.     NOTICE:  Any  notices  required  or  authorized  to  be given will be in
writing and will be deemed given when received via certified or registered mail,
postage  prepaid,  or  via  any  other public or private delivery service to the
following  address,  or  at such other addresses as the parties may from time to
time  designate  by  written  notice  to  the  other  party  hereto:

     If  to  I/OMagic:                If  to  Supplier:
     -----------------                -----------------
     I/OMagic  Corporation            Behavior  Tech  Computer  Corp.
     1300  E.  Wakeham  Avenue        4180  Business  Center  Drive
     Santa  Ana,  CA  92705           Fremont,  CA  94538
     Attn:  Tony  Shahbaz             Attn:

25.     COUNTERPARTS:  This  Agreement  may  be  executed  in  one  or  more
counterparts,  all  of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the  parties  and  delivered  to  the  other  parties.

26.     SUCCESSORS:  This  Agreement  and  all of the provisions hereof shall be
binding upon, inure to the benefit of, and be enforceable by, the parties hereto
and  their  respective  successors  and  permitted  assigns.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  above  written.



BEHAVIOR  TECH  COMPUTER  (USA)  CORP.         I/OMAGIC  CORPORATION

By:          /s/  Mei  Lin  Hsu                By:         /s/  Tony  Shahbaz

Signature:   /s/  Mei  Lin  Hsu                Signature:  /s/  Tony  Shahbaz

Title:       /s/  VP  in  Sales                Title:      /s/  President