COMMERCIAL LEASE AGREEMENT

This Commercial Lease Agreement ("Lease") is made March __, 2003, by and between
ALEX  PROPERTIES,  a  California  general partnership ("Landlord"), and I/OMAGIC
CORPORATION,  a  Nevada  Corporation  ("Tenant").

WHEREAS,  Landlord is the owner of land and buildings thereon commonly known and
numbered  as  1300  Wakeham,  Santa Ana, 92705, located in the County of Orange,
State  of  California  ("Leased  Premises").

WHEREAS,  Landlord  desires  to  lease the Leased Premises to Tenant, and Tenant
desires  to lease the Leased Premises from Landlord for the Term (as hereinafter
defined), at the rental and upon the covenants, conditions and provisions herein
set  forth.

NOW,  THEREFORE,  in  consideration of the mutual promises herein, contained and
other  good  and  valuable  consideration,  it  is  agreed:

1.      TERM.
        -----

The  term of this Lease ("Term") shall commence on the effective date as defined
in  paragraph  23.(2)  of  that  certain Settlement Agreement and Release by and
among Landlord, Tenant, IOM Holdings, Inc., and other parties referenced therein
("Commencement  Date") and end on September 30, 2003 ("Expiration Date"), unless
sooner  terminated as provided herein.  Upon the Commencement Date, the existing
Commercial  Lease  Agreement  dated  April  1,  2000 by and between Landlord and
Tenant's  related  entity, IOM Holdings, Inc., a Nevada corporation, as modified
by  that  certain Amendment to Lease Agreement dated June 1, 2000 (the "Previous
Lease"),  shall  automatically  terminate  and be of no further force or effect.
Notwithstanding  the  foregoing,  Tenant  may  terminate this Lease prior to the
Expiration Date upon twenty (20) days prior written notice to Landlord; provided
however  that  in  no  event  shall the effective date of such termination occur
earlier  than  June  30,  2003.

2.     RENT.
       ----

Tenant  shall  pay  to  Landlord  during  the Term rent of $28,687.00 per month,
payable  on  the  first  day  of  each  month.  The  rent  for  the month of the
Commencement  Date shall equal $956.00 multiplied by the number of days from the
Commencement  Date  to  the  end  of  said  month,  and  shall  be  payable  the
Commencement  Date.  The  rent for any subsequent months in the Lease Term shall
be  payable  on  the  first  day  of  each month.  If Tenant exercises its right
(pursuant  to  paragraph 1 above) to terminate this Lease prior to September 30,
2003,  Landlord  shall  refund to Tenant rent for the month of termination in an
amount  equal  to  $956.00 multiplied by the number of days from the termination
date  to  the  end  of  said  month of termination.  In no event shall Tenant be
responsible  for  the  payment  of  any  rent  after  such  termination  date.

                                      -1-

<PAGE>

3.     USE.
       ---

The  Leased  Premises  may be used and occupied by Tenant for any lawful purpose
which  complies  with  applicable  zoning  ordinances.  Notwithstanding  the
foregoing, Tenant shall not use the Leased Premises for the purposes of storing,
manufacturing  or  selling  any  explosives,  flammables  or  other  inherently
dangerous  substance,  chemical,  thing  or  devise.

4.     SUBLEASE  AND  ASSIGNMENT.
      ---------------------------

Tenant  shall not voluntarily or by operation of law assign, transfer, mortgage,
encumber  or sublet all or any part of Tenant's interest in this Lease or in the
Leased  Premises  without  Landlord's  prior  written  consent.

5.     REPAIRS.
       --------

During  the  Term,  Landlord  shall, at Landlord's sole expense, keep the Leased
Premises  in  good order, condition and repair (whether or not the need for such
repairs  occurs  as a result of Tenant's use, any prior use, the elements or the
age of such portion of the Leased Premises), but only to the extent necessary to
allow for the continued operation of Tenant's business at the Leased Premises in
the  same  manner as it has been operated under the Previous Lease.  The parties
understand  and agree that Tenant and IOM Holdings, Inc. (the predecessor lessee
under  the  Previous  Lease),  as  well  as  each  of their officers, directors,
employees, agents and representatives, shall not have any obligations to make or
pay  for  any  repairs,  alterations,  or improvements to all or any part of the
Leased  Premises  during  the  Lease  Term  or at any other time, and, except as
specifically  provided  for in this Lease, shall not have any obligations to pay
for  any  expenses  relating to the Leased Premises.  The parties understand and
agree  that,  prior  to  the  Commencement Date and the execution of this Lease,
Tenant  had  previously  contracted for certain improvements, alterations and/or
repairs  to  the  Leased Premises that have not yet been paid for, and which are
set  forth  in  Exhibit A attached hereto.  The items listed on Exhibit A hereto
which  have  not yet been paid for shall be the sole responsibility of Landlord,
who  shall  pay  for  such items in a timely manner pursuant to the terms of the
contracts  included  in  Exhibit  A hereto.   Prior to the Commencement Date and
execution  of  this  Lease,  Landlord  had  made  requests to its lender Bank of
America  ("BofA")  for  reimbursements  from  a  BofA reserve account of certain
repairs  and/or  improvements  to  the  Leased  Premises,  which  requests  are
summarized  in Exhibit B hereto (and which include the items listed on Exhibit A
hereto).  In  the  event any such reimbursements are made by BofA for any of the
items  listed  on  Exhibit B hereto, Landlord shall have the right to retain and
shall  retain  all  such  reimbursements.

6.     TENANT  PROPERTY;  SURRENDER.
       ----------------------------

A.     All  non-permanent  fixtures  of  any  type  or nature (including but not
limited  to  bolted pallet rack systems, any other equipment or machinery bolted

                                      -2-

<PAGE>

or  affixed  to  any  part  of  the Leased Premises, chain link fences, signage,
security  cameras  or any other non-permanent fixtures located anywhere in or at
the  Leased  Premises)  and  all  equipment  or  property  of any type or nature
(including  but  not  limited  to any machinery, mobile or non-mobile equipment,
assembly  line equipment, shrink wrap machines, phone lines (except for internal
wiring  contained  within  the  walls  of  the buildings),  phone systems, phone
equipment,  computers,  computer  lines  (except  for  internal wiring contained
within  the  walls  of the buildings), computer systems, time clocks, electronic
white  boards,  trash  compactors,  warehouse rack equipment, furniture, storage
containers,  trash  containers, and work stations/benches located anywhere in or
at  the  Leased Premises) which were present at the Leased Premises on or before
the Commencement Date or which are placed or installed at the Leased Premises by
Tenant  at  any  time  thereafter,  are all the property of Tenant, and Landlord
shall have no right, title or interest in or to same.  Upon its surrender of the
Leased  Premises, Tenant may remove all of the above-mentioned property from the
Leased  Premises.

B.     Tenant  shall surrender the Leased Premises by the Expiration Date or any
earlier  termination date as provided herein, in "As-Is" condition, except that,
upon  surrender  of the Leased Premises:  (a) the Leased Premises shall be swept
clean  of  debris  by  Tenant,  and (b) Tenant shall not create any holes in the
walls of the buildings at the Leased Premises as a result of Tenant's removal of
Tenant's  property  described  in  paragraph  6.A.  above.

C.     Tenant  shall  reimburse  Landlord for and indemnify Landlord against all
damages  incurred  by  Landlord  as  a  result of Tenant's delay in vacating the
Leased  Premises.  If Tenant remains in possession of the Leased Premises or any
part thereof after the Expiration Date or earlier termination of this Lease with
or  without the consent of Landlord, then: (a) such occupancy shall be a tenancy
from  month-to-month only and not a renewal of this Lease; (b) the rent shall be
increased to 200% of the rent in effect during the last month of the Lease Term;
and (c) such tenancy shall be terminable on thirty (30) days notice given at any
time  by  either  party.

7.     PROPERTY  TAXES.
       ---------------

Landlord  shall  pay,  prior  to  delinquency, all general real estate taxes and
installments  of  special  assessments  coming due during the Term on the Leased
Premises,  and  all  personal property taxes with respect to Landlord's personal
property, if any, on the Leased Premises. Tenant shall be responsible for paying
all  personal  property  taxes with respect to Tenant's personal property at the
Leased  Premises.

8.     INSURANCE.
       ---------

A.     Landlord  shall  maintain  fire  and  extended  coverage insurance on the
Leased  Premises  in  such  amounts  as Landlord shall deem appropriate.  Tenant
shall  be  responsible, at its expense, for fire and extended coverage insurance
on  all of its personal property, including removable trade fixtures, located on
the  Leased  Premises.

                                      -3-

<PAGE>

B.     Tenant  shall  maintain  a  policy  or  policies of comprehensive general
liability  insurance  with respect to its activities on the Leased Premises with
the  premiums thereon fully paid on or before due date, such insurance to afford
minimum protection of not less than $1,000,000 combined single limit coverage of
bodily  injury,  property  damage  or  combination  thereof.

9.      UTILITIES.
        ---------

Tenant  shall  pay all charges for water, sewer, gas, electricity, telephone and
other  services  and  utilities used by Tenant on the Leased Premises during the
Term unless otherwise expressly agreed in writing by Landlord. In the event that
any  utility  or  service  provided  to  the  Leased  Premises is not separately
metered,  Landlord  shall  pay  the amount due and separately invoice Tenant for
Tenant's  pro  rata  share  of the charges. Tenant shall pay such amounts within
fifteen  (15)  days of invoice. Tenant acknowledges that the Leased Premises are
designed  to  provide  standard  office  use  electrical facilities and standard
office  lighting.  Tenant  shall  not use any equipment or devices that utilizes
excessive  electrical  energy  or  which  may, in Landlord's reasonable opinion,
overload  the  wiring  or  interfere  with electrical services to other tenants.

10.     SIGNS.
        -----

Tenant  shall  have  the  right  to  place  on the Leased Premises, at locations
selected  by  Tenant,  any  signs  which  are  permitted  by  applicable  zoning
ordinances  and  private  restrictions.

11.     ENTRY.
        -----

Landlord's agent, as approved and agreed upon by Tenant, shall have the right to
enter  upon  the Leased Premises at reasonable hours to show the Leased Premises
for  purposes  of  marketing  the Leased Premises for potential future sale upon
providing  Tenant  with one (1) day prior written notice, provided that Landlord
shall  not  thereby  unreasonably interfere with Tenant's business on the Leased
Premises.

12.     PARKING.
        -------

During  the  Term,  Tenant  shall have the exclusive use of all non-reserved and
reserved  common  automobile  parking  areas,  driveways,  and  footways.

13.     DAMAGE  AND  DESTRUCTION.
        ------------------------

Subject  to Section 8A above, if during the Term the Leased Premises or any part
thereof  or  any  appurtenances  thereto  is  so  damaged  by  fire, casualty or
structural  defects  that  the  same  cannot be used for Tenant's purposes, then
Tenant  shall  have the right within fifteen (15) days following damage to elect
by  notice to Landlord to terminate this Lease as of the date of such damage. In
the event of minor damage to any part of the Leased Premises, and if such damage
does  not  render  the  Leased Premises unusable for Tenant's purposes, Landlord

                                      -4-

<PAGE>

shall  promptly  repair  such  damage at the cost of the Landlord. In making the
repairs  called for in this section, Landlord shall not be liable for any delays
resulting from strikes, governmental restrictions, inability to obtain necessary
materials  or  labor or other matters which are beyond the reasonable control of
Landlord. Tenant shall be relieved from paying rent and other charges during any
portion  of  the  Term  that  the  Leased  Premises  are inoperable or unfit for
occupancy, or use, in whole or in part, for Tenant's purposes. Rentals and other
charges  paid  in  advance  for  any  such periods shall be credited on the next
ensuing  payments,  if  any, but if no further payments are to be made, any such
advance  payments  shall  be  refunded to Tenant. The provisions of this section
extend  not  only  to the matters aforesaid, but also to any occurrence which is
beyond Tenant's reasonable control and which renders the Leased Premises, or any
appurtenance  thereto,  inoperable or unfit for occupancy or use, in whole of in
part,  for  Tenant's  purposes.

14.     DEFAULT.
        -------

A.     If  default  shall  at  any time be made by Tenant in the payment of rent
when  due to Landlord as herein provided, and if said default shall continue for
fifteen  (15)  days after written notice thereof shall have been given to Tenant
by  Landlord,  or  if  default  shall  be  made in any of the other covenants or
conditions  to be kept, observed and performed by Tenant, and such default shall
continue  for  thirty  (30)  days  after  notice thereof in writing to Tenant by
Landlord  without  correction  thereof then having been commenced and thereafter
diligently  prosecuted,  Landlord  may  declare the Term ended and terminated by
giving  Tenant written notice of such intention, and if possession of the Leased
Premises  is  not  surrendered,  Landlord  may  reenter  said  premises.

B.     Landlord  shall have, in addition to the remedy above provided, any other
right  of  remedy available to Landlord on account of any Tenant default, either
in  law  or  equity.  Landlord  shall  use  reasonable  efforts  to mitigate its
damages.

15.     QUIET  POSSESSION.
        -----------------

Landlord  covenants  and  warrants  that  upon  performance  by  Tenant  of  its
obligations  hereunder,  Landlord  will  keep  and maintain Tenant in exclusive,
quiet,  peaceable  and  undisturbed  and  uninterrupted possession of the Leased
Premises  during  the  Term.

16.     CONDEMNATION.
        ------------

If  any legally, constituted authority condemns the Leased Premises or such part
thereof  which shall make the Leased Premises unsuitable for leasing, this Lease
shall  cease when the public authority takes possession, and Landlord and Tenant
shall  account  for  rental  as of that date.  Such termination shall be without
prejudice  to  the  rights  of  either  party  to  recover compensation from the
condemning authority for any loss or damage caused by the condemnation.  Neither
party  shall  have  any  rights  in  or  to  any  award made to the other by the
condemning  authority.

                                      -5-

<PAGE>

17.     SUBORDINATION.
        -------------

Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust
or  other lien presently existing or hereafter arising upon the Leased Premises,
or  upon  the  building and to any renewals, refinancing and extensions thereof,
but  Tenant  agrees  that any such mortgagee shall have the right at any time to
subordinate  such  mortgage,  deed  of trust or other lien to this Lease on such
terms  and  subject to such conditions as such mortgagee may deem appropriate in
its  discretion.  Landlord  is  hereby  irrevocably  vested  with full power and
authority to subordinate this Lease to any mortgage, deed of trust or other lien
now  existing  or  hereafter  placed upon the Leased Premises, and Tenant agrees
upon  demand  to  execute  such  further instruments subordinating this Lease or
attorning to the holder of any such liens as Landlord may request.  In the event
that  Tenant  should  fail  to  execute  any  instrument of subordination herein
required  to  be  executed  by  Tenant  promptly  as  requested,  Tenant  hereby
irrevocably  constitutes  Landlord  as  its  attorney-in-fact  to  execute  such
instrument in Tenant's name, place and stead, it being agreed that such power is
one coupled with an interest.  Tenant agrees that it will from time to time upon
request  by  Landlord  execute  and  deliver  to  such persons as Landlord shall
request  a statement in recordable form certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the same
is in full force and effect as so modified), stating the dates to which rent and
other charges payable under this Lease haven been paid, stating that Landlord is
not  in  default hereunder (or if Tenant alleges a default stating the nature of
such  alleged  default) and further stating such other matters as Landlord shall
reasonably  require.

18.     INDEMNIFICATION  OF  LANDLORD.
        -----------------------------

Tenant shall hold harmless, indemnify, and defend Landlord, and its agents, with
counsel  reasonably  satisfactory  to  Landlord  (and  Landlord agrees to accept
counsel  that  any  insurer  requires  be  used), from all liability, penalties,
losses,  damages,  costs,  expenses,  causes of action, claims, and/or judgments
arising  by reason of any third party's death, bodily injury, or personal injury
resulting  from and to the extent caused by the negligence or willful misconduct
of  Tenant  or  its agents in their activities at the Leased Premises during the
Lease  Term.

19.     INDEMNIFICATION  OF  TENANT.
        ---------------------------

Landlord  shall hold harmless, indemnify, and defend Tenant and its agents, with
counsel  reasonably  satisfactory to Tenant (and Tenant agrees to accept counsel
that  any  insurer  requires  be  used),  from all liability, penalties, losses,
damages,  costs, expenses, causes of action, claims, and/or judgments arising by
reason  of  any third party's death, bodily injury, or personal injury resulting
from  and  to  the  extent  caused  by  the  negligence or willful misconduct of
Landlord  or  its  agents  in their activities at the Leased Premises during the
Lease  Term.

                                      -6-

<PAGE>

20.     ESTOPPEL  CERTIFICATES.
        ----------------------

At  all times during the Lease Term, each party agrees, following any request by
the  other party, promptly to execute and deliver to the requesting party within
ten  (10)  days following delivery of such request an estoppel certificate:  (1)
certifying  that  this  Lease  is unmodified and in full force and effect or, if
modified,  stating  the  nature  of  such  modification and certifying that this
Lease,  as  so  modified,  is  in full force and effect; (2) stating the date to
which  the rent and other charges are paid in advance, if any; (3) acknowledging
that there are not, to the certifying party's knowledge, any uncured defaults on
the  part  of  any party hereunder or, if there are uncured defaults, specifying
the nature of such defaults; and (4) certifying such other information about the
Lease  as  may  be  reasonably  required  by  the  requesting  party.

21.     ATTORNEYS'  FEES.
        ----------------

In  the  event  either  Landlord  or  Tenant  shall  bring  any  action or legal
proceeding  for  an  alleged  breach  of any provision of this Lease, to recover
rent,  to  terminate  this Lease, or otherwise to enforce, protect, or establish
any  term  or  covenant of this Lease, the prevailing party shall be entitled to
recover  as  part  of such action or proceeding, or in a separate action brought
for  that purpose, reasonable attorneys' fees, court costs, and experts' fees as
may  be  fixed  by  the  court,  including  matters  on  appeal.

22.     LATE  CHARGE;  INTEREST.
        -----------------------

Tenant  acknowledges  that  the  late  payment  of  rent  by  Tenant to Landlord
hereunder  will  cause Landlord to incur administrative costs and other damages,
the  exact  amount  of  which  would  be impracticable or extremely difficult to
ascertain.  Landlord and Tenant agree that if Landlord does not receive any such
payment  on  or  before  five (5) days after the date the payment is due, Tenant
shall  pay  to  Landlord,  as  additional  rent, (a) a late charge equal to five
percent (5%) of the overdue amount to cover such additional administrative costs
and other damages; and (b) interest on the delinquent amounts at the less of the
maximum  rate permitted by law if any or twelve percent (12%) per annum from the
date  due  to  the  date  paid.

23.     DISHONORED  CHECKS.
        ------------------

If  any  of  Tenant's  checks for payment of rent are dishonored for any reason,
Tenant  shall  pay Landlord a service charge of $25.00 for each dishonored check
in addition to repayment of the dishonored check. If two (2) or more of Tenant's
checks  are  dishonored,  Landlord  may  require, during the balance of Tenant's
tenancy,  that  all  payments  due  be  made  by cashier's check or money order.

                                      -7-

<PAGE>

24.     NOTICE.
        ------

Any  notice  required or permitted under this Lease shall be deemed sufficiently
given  or  served  if sent by postage prepaid United States first class mail, as
well  as  concurrently by facsimile, to the following addresses and fax numbers:

         If  to  Landlord  to:

                Alex  Properties
                12  Sunpeak
                Irvine,  CA  92612
                Fax  No.:  (714)  908-7254

                with  a  copy  of  same  sent  to:

                Jeffrey  Huron,  Esq.
                Huron  Law  Group
                1800  Century  Park  East,  Suite  480
                Los  Angeles,  CA  90067
                Fax  No.:  (310)  772-0037

         If  to  Tenant  to:

                I/OMagic  Corporation
                c/o  Tony  Shahbaz
                1300  Wakeham  Avenue
                Santa  Ana,  CA  92705
                Fax  No.:  (714)  619-6369

                with  a  copy  of  same  sent  to:

                Paul  R.  Pearlson,  Esq.
                Cameron,  Pearlson  &  Foster
                One  World  Trade  Center,  Suite  1600
                Long  Beach,  CA  90831
                Fax  No.:  (562)  437-1967

Landlord  and  Tenant  shall each have the right from time to time to change the
place  notice  is  to be given under this paragraph by written notice thereof to
the  other  party.

25.     BROKERS.
        -------

Tenant  represents  that  Tenant  was  not shown the Leased Premises by any real
estate  broker  or  agent  and  that  Tenant  has  not otherwise engaged in, any
activity  which  would  form  the  basis for a claim for real estate commission,
brokerage  fee,  finder's  fee  or other similar charge, in connection with this
Lease.

                                      -8-

<PAGE>

26.     WAIVER.
        ------

No  waiver  of any default of Landlord or Tenant hereunder shall be implied from
any  omission  to  take  any  action  or account of such default if such default
persists  or  is  repeated, and no express waiver shall affect any default other
than  the default specified in the express waiver and that only for the time and
to  the  extent therein stated.  One or more waivers by Landlord or Tenant shall
not  be  construed as a waiver of a subsequent breach of the same covenant, term
or  condition.

27.     MEMORANDUM  OF  LEASE.
        ---------------------

The parties hereto contemplate that this Lease should not and shall not be filed
for  record,  but  in lieu thereof, at the request of either party, Landlord and
Tenant  shall  execute  a Memorandum of Lease to be recorded for the purposes of
giving  record  notice  of  the  appropriate  provisions  of  this  Lease.

28.     HEADINGS.
        --------

The  headings  used  in  this  Lease are for convenience of the parties only and
shall  not  be  considered  in interpreting the meaning of any provision of this
Lease.

29.     SUCCESSORS.
        ----------

The  provisions  of  this Lease shall extend to and be binding upon Landlord and
its  legal  representatives,  successors  and  assigns.

30.      CONSENT.
         -------

Landlord  shall  not  unreasonably withhold or delay its consent with respect to
any  matter  for  which  Landlord's  consent is required or desirable under this
Lease.

31.     PERFORMANCE.
        -----------

If there is a default with respect to any of Landlord's covenants, warranties or
representations under this Lease, and if the default continues more than fifteen
(15)  days  after  notice  in  writing  from  Tenant  to Landlord specifying the
default,  Tenant  may,  at  its  option  and  without affecting any other remedy
hereunder,  cure such default and deduct the cost thereof from the next accruing
installment  or  installments  of rent payable hereunder until Tenant shall have
fully reimbursed for such expenditures, together with interest thereon at a rate
equal to the lesser of twelve percent (12%) per annum or the then highest lawful
rate.  If  this Lease terminates prior to Tenant's receiving full reimbursement,
Landlord  shall  pay the unreimbursed balance plus accrued interest to Tenant on
demand.

                                      -9-

<PAGE>

32.     COMPLIANCE  WITH  LAW.
        ----------------------

Tenant  shall  comply  with  all  laws,  orders,  ordinances  and  other  public
requirements  now  or  hereafter  pertaining  to  Tenant's  used  of  the Leased
Premises.  Landlord  shall  comply  with  all laws, orders, ordinances and other
public  requirements  now  or  thereafter  affecting  the  Leased  Premises.

33.     PARTIES.
        --------

This  Lease is entered into by and between Alex Properties, a California general
partnership, as the Landlord, and I/OMagic Corporation, a Nevada corporation, as
the  Tenant.  The  parties  hereby  agree  and acknowledge that the officers and
directors  of I/OMagic Corporation shall not, in any event, be held individually
responsible  for  any  payments or obligations of Tenant under the terms of this
Lease.

34.     FINAL  AGREEMENT.
        ----------------

This  agreement  terminates and supersedes all prior understanding or agreements
on  the  subject matter hereof.  Only by a further writing that is duly executed
by  both  parties  may  modify  this  Agreement.

IN  WITNESS WHEREOF, the parties have executed this Lease as of the day and year
first  above  written.

"LANDLORD"                                      "TENANT"

Alex  Properties                                I/OMagic  Corporation


By:    /s/ Mark Vakili                          By:  /s/ Tony Shahbaz
Its:   /s/ G.P. 3/25/03                         Its:  President




                                      -10-

<PAGE>

                          EXHIBIT A TO LEASE AGREEMENT


(1)     A-1  All  American  Roofing  Co.:

Amount  that has not yet been paid:     $ 7,047.50, plus any additional costs or
                                        charges  necessary  to  complete  work.


(2)     Accurate  Awning  Corporation:

Amount  that  has not yet been paid:    $ 5,025, plus any additional costs
                                        or charges necessary to complete  work.