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EXHIBIT 3.1

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              I/OMAGIC CORPORATION





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                           AMENDED AND RESTATED BYLAWS
                                       OF
                              I/OMAGIC CORPORATION

                                    ARTICLE I

                                     OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office of the corporation
in the State of Nevada shall be designated by the Board of Directors in
accordance with applicable law.

         SECTION 2. OTHER OFFICES. The corporation may also have offices in such
other places, both within and without the State of Nevada, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. PLACE OF ANNUAL MEETINGS. Annual meetings of the
stockholders shall be held at the office of the corporation in the City of Santa
Ana, State of California or at such other place, within or without the State of
California, as shall be designated by the Board of Directors.

         SECTION 2. DATE OF ANNUAL MEETINGS; ELECTION OF DIRECTORS. Annual
meetings of the stockholders shall be held at such time and date as the Board of
Directors shall determine. At each such annual meeting, the stockholders of the
corporation shall elect a Board of Directors by plurality vote and transact such
other business as may properly be brought before the meeting in accordance with
Section 12 of this Article II.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, by the Articles
of Incorporation or by these Bylaws, may be called by the President and shall be
called by the President and Secretary at the request in writing of a majority of
the Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting and shall contain the information required in
notices of meetings as described in Section 4 of this Article II.

         SECTION 4. NOTICES OF MEETINGS. Notices of meetings of the stockholders
shall be in writing and signed by the President, a Vice President, the
Secretary, an Assistant Secretary, or by such other person or persons as the
directors shall designate. Such notice shall state the purpose or purposes for
which the meeting is called and the time when, and the place where, it is to be
held. A copy of such notice shall be either delivered personally or shall be
mailed, postage prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before such
meeting. If mailed, it shall be directed to the stockholder at his address as it
appears upon the records of the corporation, and upon such mailing of any such
notice, the service thereof shall be complete, and the time of the notice shall





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begin to run from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice to any
officer of a corporation or association, or to any member of a partnership shall
constitute delivery of such notice to such corporation, association or
partnership. Notice delivered or mailed to a stockholder in accordance with the
provisions of these Bylaws and the provisions, if any, of the Articles of
Incorporation is sufficient, and in the event of the transfer of such
stockholder's stock after such delivery or mailing and before the holding of the
meeting, it is not necessary to deliver or mail notice of the meeting to the
transferee.

         SECTION 5. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by the statutes of Nevada
or by the Articles of Incorporation. Regardless of whether or not a quorum is
present or represented at any annual or special meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present in
person or represented by proxy, provided that when any stockholders' meeting is
adjourned for more than forty-five (45) days, or if after adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting. At
such adjourned meeting at which a quorum shall be present or represented by
proxy, any business may be transacted which might have been transacted at the
meeting as originally noticed.

         SECTION 6. VOTE REQUIRED. When a quorum is present or represented at
any meeting, the holders of a majority of the stock present in person or
represented by proxy and voting shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes of Nevada, the Articles of Incorporation or these Bylaws, a different
vote is required, in which case such express provision shall govern and control
the decision of such question. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

         SECTION 7. SHARE VOTING. Unless the Articles of Incorporation or the
statutes of Nevada provide otherwise, each stockholder of record of the
corporation shall be entitled at each meeting of stockholders to one vote for
each share of stock standing in his name on the books of the corporation. Upon
the demand of any stockholder, the vote for directors and the vote upon any
question before the meeting shall be by ballot.

         SECTION 8. CONDUCT OF MEETINGS. Subject to the requirements of the
statutes of Nevada, and the express provisions of the Articles of Incorporation
and these Bylaws, all annual and special meetings of stockholders shall be
conducted in accordance with such rules and procedures as the Board of Directors
may determine and, as to matters not governed by such rules and procedures, as
the chairman of such meeting shall determine. The chairman of any annual or
special meeting of stockholders shall be designated by the Board of Directors
and, in the absence of any such designation, shall be the President of the
corporation.

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         SECTION 9. PROXIES. At any meeting of the stockholders, any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six (6) months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven (7) years from the date of its execution. Subject
to the above, any proxy duly executed is not revoked and continues in full force
and effect until (i) an instrument revoking it or duly executed proxy bearing a
later date is filed with the Secretary of the corporation or, (ii) the person
executing the proxy attends such meeting and votes the shares subject to the
proxy, or (iii) written notice of the death or incapacity of the maker of such
proxy is received by the corporation before the vote pursuant thereto is
counted. No proxy or power of attorney shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the meeting
when required by the inspectors of election.

         SECTION 10. ACTION BY WRITTEN CONSENT. Unless otherwise restricted by
the corporation's Articles of Incorporation or by applicable law, any action
required or permitted to be taken at any annual or special meeting of the
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the corporation's Secretary. Prompt notice of the
taking of the corporation action without a meeting by less than unanimous
written consent shall, to the extent required by law, be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of holders to take the action were delivered to the
corporation.

         The Board of Directors may fix a record date for the determination of
stockholders entitled to consent to corporate action in writing without a
meeting, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no record date
is set, the record date shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Secretary of the corporation.

         SECTION 11. INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Board of Directors may appoint inspectors of election to act
at such meeting and any adjournment thereof. If inspectors of election are not
so appointed, or if any persons so appointed fail to appear or refuse to act,
then, unless other persons are appointed by the Board of Directors prior to the
meeting, the chairman of any such meeting shall appoint inspectors of election
(or persons to replace those who fail to appear or refuse to act) at the
meeting. The number of inspectors shall not exceed three.

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         The duties of such inspectors shall include: (a) determining the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, and the authenticity, validity and
effect of proxies; (b) receiving votes, ballots or consents; (c) hearing and
determining all challenges and questions in any way arising in connection with
the right to vote; (d) counting and tabulating all votes or consents and
determining the result; and (e) taking such other action as may be proper to
conduct the election or vote with fairness to all stockholders. In the
determination of the validity and effect of proxies, the dates contained on the
forms of proxy shall presumptively determine the order of execution of the
proxies, regardless of the postmark dates on the envelopes in which they are
mailed. The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

         SECTION 12. ACTION AT MEETINGS OF STOCKHOLDERS. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors or
(c) otherwise properly brought before the annual meeting by any stockholder of
the corporation (i) who is a stockholder of record on the date of the giving of
the notice provided for in this Section 12 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 12.

         In addition to any other applicable requirements, for business properly
to be brought before an annual meeting by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the Chairman of the
Board, if any, the President, or the Secretary of the corporation.

         To be timely, a stockholder's notice which includes a proposal for the
company's annual meeting must be received at the principal executive offices of
the corporation not less than one hundred twenty (120) days before the date of
the company's proxy statement released to shareholders in connection with the
previous year's annual meeting; provided, however, that in the event the company
did not hold an annual meeting the previous year or if the date of this year's
annual meeting has been changed by more than thirty (30) days from the date of
the previous year's meeting, then the deadline is a reasonable time before the
company begins to print and mail its proxy materials. For a stockholder's notice
which includes a proposal for a meeting of stockholders other than a regularly
scheduled annual meeting, the deadline is a reasonable time before the company
begins to print and mail its proxy materials. Notwithstanding any of the
provisions contained herein, any notice which includes a proposal which seeks
action by the corporation's stockholders at any meeting shall comply with the
guidelines established by Regulation 14A of the Securities Exchange Act of 1934,
as amended, to the extent such regulation is then applicable to the corporation.

         To be in proper written form, a stockholder's notice must set forth as
to each matter such stockholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and record address of such stockholder, (iii) the class or series and
number of shares of capital stock of the corporation which are owned

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beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.

         No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 12; provided, however, that, once business
has been brought properly before the annual meeting in accordance with such
procedures, nothing in this Section 12 shall be deemed to preclude discussion by
any stockholder of any such business. If the chairman of an annual meeting
determines that business was not brought properly before the annual meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not brought properly before the meeting and such
business shall not be transacted.

         Whenever all parties entitled to vote at any meeting consent either by
a writing on the records of the meeting or filed with the Secretary, or by
presence at such meeting and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without objection, the doings of such
meetings shall be as valid as if had at a meeting regularly called and noticed,
and at such meeting any business may be transacted which is not excepted from
the written consent or to the consideration of which no objection for want of
notice is made at the time, and if any meeting be irregular for want of notice
or of such consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meeting; and such consent or approval
of stockholders may be by proxy or attorney, but all such proxies and powers of
attorney must be in writing.

         Whenever any notice whatever is required to be given under the
provisions of Nevada law, of the Articles of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER OF DIRECTORS. The exact number of directors that
shall constitute the authorized number of members of the Board shall be six (6),
all of whom shall be at least 18 years of age. The authorized number of
directors may from time to time be increased or decreased by resolution of the
directors of the corporation amending this section of the Bylaws in compliance
with Article VIII, Section 2 of these Bylaws. No reduction of the authorized
number of directors shall have the effect of removing any director prior to the
expiration of his term of office. Except as provided in Section 2 of this
Article III, each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

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         SECTION 2. VACANCIES. Vacancies, including those caused by (i) the
death, removal, or resignation of directors, (ii) the failure of stockholders to
elect directors at any annual meeting and (iii) an increase in the number of
directors, may be filled by a majority of the remaining directors though less
than a quorum. The Board shall have power to fill such vacancy or vacancies to
take effect when such resignation or resignations shall become effective, each
director so appointed to hold office during the remainder of the term of office
of the resigning director or directors. The holders of two-thirds of the
outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the directors by vote at a meeting
called for such purpose or by a written statement filed with the Secretary or,
in his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the vacancies
on the Board of Directors resulting therefrom shall be filled only by the
stockholders. The stockholders may elect a director at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.

         SECTION 3. AUTHORITY. The business of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors or a committee thereof.

         SECTION 4. MEETINGS. The Board of Directors of the corporation may hold
meetings, both regular and special, at such place, either within or without the
State of Nevada, which has been designated by resolution of the Board of
Directors. In the absence of such designation, meetings shall be held at the
offices of the corporation in the State of California.

         SECTION 5. FIRST MEETING. The first meeting of the newly elected Board
of Directors shall be held immediately following the annual meeting of the
stockholders, and no notice of such meeting to the newly elected directors shall
be necessary in order legally to constitute a meeting, provided a quorum shall
be present. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.

         SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board.

         SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President or any Vice President
and shall be called by the President or Secretary at the written request of two
directors. Written notice of the time and place of special meetings shall be
given to each director (a) personally or by facsimile, in each case at least
twenty-four (24) hours prior to the holding of the meeting, or (b) by mail,
charges prepaid, addressed to him at his address as it is shown upon the records
of the corporation (or, if it is not so shown on such records and is not readily
ascertainable, at the place at which the meetings of the directors are regularly
held) at least seventy-two (72) hours prior to the holding of the meeting.
Notice by mail shall be deemed to have been given at the time a written notice
is deposited in the United States mail, postage prepaid. Any other written
notice shall be deemed to have been given at the time it is personally delivered

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to the recipient or twenty-four hours (24) after it is delivered to a common
carrier for overnight delivery to the recipient. Any notice, waiver of notice or
consent to holding a meeting shall state the time, date and place of the meeting
but need not specify the purpose of the meeting.

         Whenever all parties entitled to vote at any meeting consent either by
a writing on the records of the meeting or filed with the secretary, or by
presence at such meeting and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without objection, the doings of such
meetings shall be as valid as if had at a meeting regularly called and noticed,
and at such meeting any business may be transacted which is not excepted from
the written consent or to the consideration of which no objection for want of
notice is made at the time, and if any meeting be irregular for want of notice
or of such consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meeting; and such consent or approval
of stockholders may be by proxy or attorney, but all such proxies and powers of
attorney must be in writing.

         Whenever any notice whatever is required to be given under the
provisions of Nevada law, of the Articles of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

         SECTION 8. QUORUM. Presence in person of a majority of the Board of
Directors, at a meeting duly assembled, shall be necessary to constitute a
quorum for the transaction of business, and the act of a majority of the
directors present and voting at any meeting at which a quorum is then present,
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by the statutes of Nevada or by the Articles of
Incorporation. A meeting at which a quorum is initially present shall not
continue to transact business in the absence of a quorum. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board of Directors,
shall be as valid and effective in all respects as if passed by the Board of
Directors in a regular meeting.

         SECTION 9. WAIVER. The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

         SECTION 10. ACTION BY WRITTEN CONSENT. Unless otherwise restricted by
the Articles of Incorporation or by these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or a committee
thereof may be taken without a meeting if a written consent thereto is signed by
all members of the Board. Such written consent shall be filed with the minutes
of proceedings of the Board of Directors.

         SECTION 11. TELEPHONIC MEETINGS. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, members of the Board of Directors or
of any committee designated by the Board of Directors may participate in a
meeting of the Board or committee by means of a conference telephone network or
a similar communications method by which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to the
preceding sentence constitutes presence in person at such meeting.

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         SECTION 12. ADJOURNMENT. A majority of the directors present at any
meeting, whether or not a quorum is present, may adjourn any directors' meeting
to another time, date and place. If any meeting is adjourned for more than
twenty-four (24) hours, notice of any adjournment to another time, date and
place shall be given, prior to the time of the adjourned meeting, to the
directors who were not present at the time of adjournment. If any meeting is
adjourned for less than twenty-four (24) hours, notice of any adjournment shall
be given to absent directors, prior to the time of the adjourned meeting, unless
the time, date and place is fixed at the meeting adjourned.

         SECTION 13. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees of the Board of Directors. Such committee or committees shall include
at least one member of the Board of Directors, shall have such name or names,
shall have such duties and shall exercise such powers as may be determined from
time to time by the Board of Directors. The members of any such committee
present at any meeting and not disqualified from voting may, whether or not they
constitute a quorum, unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be an act of the committee.

         SECTION 14. COMMITTEE MINUTES. The committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors.

         SECTION 15. COMPENSATION OF DIRECTORS. The directors shall receive such
compensation for their services as directors, and such additional compensation
for their services as members of any committees of the Board of Directors, as
may be authorized by the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. PRINCIPAL OFFICERS. The officers of the corporation shall be
elected by the Board of Directors after its first meeting after each annual
meeting of stockholders and shall be a President, a Secretary and a Treasurer.
At that time, the Board of Directors shall also choose a Chairman of the Board
who shall be a director. A resident agent for the corporation in the State of
Nevada shall be designated by the Board of Directors. Any person may hold more
than one office.

         SECTION 2. OTHER OFFICERS. The Board of Directors may also elect a Vice
Chairman of the Board, one or more Vice Presidents, Assistant Secretaries and
Assistant Treasurers, and such other officers and agents, as it shall deem
necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.

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         SECTION 3. QUALIFICATION AND REMOVAL. The officers of the corporation
mentioned in Section 1 of this Article IV shall hold office until their
successors are duly elected and qualified. Any such officer and any other
officer elected by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors.

         SECTION 4. SALARIES. The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.

         SECTION 5. RESIGNATION. Any officer may resign at any time by giving
written notice to the corporation, without prejudice, however, to the rights, if
any, of the corporation under any contract to which such officer is a party. Any
such resignation shall take effect at the date of the receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

         SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.

         SECTION 7. VICE CHAIRMAN. The Vice Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.

         SECTION 8. PRESIDENT. The President shall be the chief executive
officer of the corporation and shall have active management of the business of
the corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.

         SECTION 9. VICE PRESIDENT. The Vice Presidents shall act under the
direction of the President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice Presidents or may otherwise specify the
order of seniority of the Vice Presidents. The duties and powers of the
President shall descend to the Vice Presidents in such specified order of
seniority.

         SECTION 10. SECRETARY. The Secretary shall act under the direction of
the President. Subject to the direction of the President, he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. Except as otherwise provided by statute, he shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors, and shall perform such other duties as may be prescribed
by the President or the Board of Directors.

         SECTION 11. ASSISTANT SECRETARIES. The Assistant Secretaries shall act
under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.

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         SECTION 12. TREASURER. The Treasurer shall act under the direction of
the President. Subject to the direction of the President, he shall have custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation. If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         SECTION 13. ASSISTANT TREASURER. The Assistant Treasurers in the order
of their seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.

                                    ARTICLE V

                             STOCK AND STOCKHOLDERS

         SECTION 1. ISSUANCE. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the certificate shall contain a statement
setting forth the office or agency of the corporation from which stockholders
may obtain a copy of a statement or summary of the designations, preferences and
relative or other special rights of the various classes of stock or series
thereof and the qualifications, limitations or restrictions of such rights. The
corporation shall furnish to its stockholders, upon request and without charge,
a copy of such statement or summary.

         SECTION 2. FACSIMILE SIGNATURES. Whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of the officers of the
corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, before such certificates shall have been delivered by the
corporation, such certificates may nevertheless be issued as though the person
or persons who signed such certificates, had not ceased to be an officer of the
corporation.

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<PAGE>

         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
stock certificate to be issued in place of any certificate alleged to have been
lost or destroyed, and may require the making of an affidavit of that fact by
the person claiming the stock certificate to be lost or destroyed. When
authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent, require the owner of the lost or
destroyed certificate to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.

         SECTION 4. TRANSFER OF STOCK. Subject to applicable federal and state
securities laws, upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate, cancel the old certificate
and record the transaction upon its books.

         SECTION 5. RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action (other than to express consent to corporate action in
writing without a meeting), the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date: (a) in
the case of determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by law,
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting and (b) in the case of any other action (other than to express consent
to corporate action in writing without a meeting), shall not be more than sixty
(60) days prior to such other action.

         SECTION 6. REGISTERED STOCK. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the statutes of Nevada.

         SECTION 7. DIVIDENDS. In the event a dividend is declared, the stock
transfer books will not be closed but a record date will be fixed by the Board
of Directors, and only stockholders of record on that date shall be entitled to
the dividend.

                                   ARTICLE VI

                                 INDEMNIFICATION

         SECTION 1. INDEMNITY OF DIRECTORS, OFFICERS AND AGENTS. The corporation
shall, to the fullest extent permitted by Nevada Revised Statutes section
78.751, as the same may be amended, supplemented or superseded from time to
time, indemnify any and all persons whom it shall have power to indemnify under
said section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which

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<PAGE>

those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. Pursuant to said section 78.751,
the expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation.

         SECTION 2. ENFORCEMENT. Any director or officer may enforce his or her
rights to indemnification or advance payments for expenses in a suit brought
against the corporation if his or her request for indemnification or advance
payments for expenses is wholly or partially refused by the corporation or if
there is no determination with respect to such request within sixty (60) days
from receipt by the corporation of a written notice from the director or officer
for such a determination. If a director or officer is successful in establishing
in a suit his or her entitlement to receive or recover an advancement of
expenses or a right to indemnification, in whole or in part, he or she shall
also be indemnified by the corporation for costs and expenses incurred in such
suit. It shall be a defense to any such suit (other than a suit brought to
enforce a claim for the advancement of expenses under Section 2 of this Article
VI where the required undertaking, if any, has been received by the corporation)
that the claimant has not met the standard of conduct set forth in the Nevada
General Corporation Law. Neither the failure of the corporation to have made a
determination prior to the commencement of such suit that indemnification of the
director or officer is proper in the circumstances because the director or
officer has met the applicable standard of conduct nor a determination by the
corporation that the director or officer has not met such applicable standard of
conduct shall be a defense to the suit or create a presumption that the director
or officer has not met the applicable standard of conduct. In a suit brought by
a director or officer to enforce a right under this Section 2 or by the
corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that a director or officer is not entitled to
be indemnified or is not entitled to an advancement of expenses under this
Section 2 or otherwise, shall be on the corporation.

         SECTION 3. SETTLEMENT. The corporation shall not be obligated to
reimburse the amount of any settlement unless it has agreed to such settlement.
If any person shall unreasonably fail to enter into a settlement of any action,
suit or proceeding within the scope of Section 1 of this Article VI, offered or
assented to by the opposing party or parties and which is acceptable to the
corporation, then, notwithstanding any other provision of this Article VI, the
indemnification obligation of the corporation in connection with such action,
suit or proceeding shall be limited to the total of the amount at which
settlement could have been made and the expenses incurred by such person prior
to the time the settlement could reasonably have been effected.

         SECTION 4. PURCHASE OF INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability

                                      -12-





<PAGE>

asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article VI.

         SECTION 5. CONDITIONS. The corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification and
to the advancement of expenses to any employee or agent of the corporation or to
any director, officer, employee or agent of any of its subsidiaries to the
fullest extent of the provisions of this Article VI, subject to the imposition
of any conditions or limitations as the Board of Directors may deem necessary or
appropriate.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         SECTION 1. EXERCISE OF RIGHTS. All rights incident to any and all
shares of another corporation or corporations standing in the name of this
corporation may be exercised by such officer, agent or proxyholder as the Board
of Directors may designate. In the absence of such designation, such rights may
be exercised by the Chairman of the Board or the President of this corporation,
or by any other person authorized to do so by the Chairman of the Board or the
President of this corporation. Except as provided below, shares of this
corporation owned by any subsidiary of this corporation shall not be entitled to
vote on any matter. Shares of this corporation held by this corporation in a
fiduciary capacity and shares of this corporation held in a fiduciary capacity
by any subsidiary of this corporation, shall not be entitled to vote on any
matter, except to the extent that the settlor or beneficial owner possesses and
exercises a right to vote or to give this corporation or such subsidiary binding
instructions as to how to vote such shares.

         Solely for purposes of Section 1 of this Article VII, a "subsidiary" of
this corporation shall mean a corporation, shares of which possessing more than
fifty percent (50%) of the power to vote for the election of directors at the
time determination of such voting power is made, are owned directly, or
indirectly through one or more subsidiaries, by this corporation.

         SECTION 2. INTERPRETATION. Unless the context of a section of these
Bylaws otherwise requires, the terms used in these Bylaws shall have the
meanings provided in, and these Bylaws shall be construed in accordance with the
Nevada statutes relating to private corporations, as found in Chapter 78 of the
Nevada Revised Statutes or any subsequent statute.

                                  ARTICLE VIII

                                   AMENDMENTS

         SECTION 1. STOCKHOLDER AMENDMENTS. The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to vote upon
such matter.

         SECTION 2. AMENDMENTS BY BOARD OF DIRECTORS. The Board of Directors by
unanimous written consent or by a majority vote of the whole Board at any
meeting may amend these Bylaws, including Bylaws adopted by the stockholders;
provided, however, that the stockholders by majority vote may from time to time
specify particular provisions of the Bylaws which shall not be amended by the
Board of Directors.

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<PAGE>

         I, THE UNDERSIGNED, being the Secretary of I/OMagic Corporation, DO
HEREBY CERTIFY the foregoing to be the Bylaws of said corporation, as adopted by
the Board of Directors of the corporation on July 25, 2002.

                                                         /s/ TONY SHAHBAZ
                                                         -----------------------
                                                         Tony Shahbaz, Secretary

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