EXHIBIT 10.1
------------

                            CHANGE IN TERMS AGREEMENT

PRINCIPAL     LOAN DATE  MATURITY   LOAN NO  CALL/COLL ACCOUNT OFFICER INITIAL
$6,000,000.00 1-31-2005 02-18-2005  92018206                    636AW  /s/AW

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.


Borrower: I/OMAGIC CORPORATION     Lender:  UNITED NATIONAL BANK
          4 MARCONI                         INTERNATIONAL DEPARTMENT
          IRVINE, CA 92618                  855 SOUTH ATLANTIC BLVD.,
                                            MONTEREY  PARK,  CA  91754
                                            (626)  281-5975
________________________________________________________________________________

PRINCIPAL  AMOUNT:  $6,000,000.00  INITIAL  RATE:  6.000%
DATE  OF  AGREEMENT:  JANUARY  31,  2005

DESCRIPTION  OF  EXISTING INDEBTEDNESS. THIS CHANGE IN TERMS AGREEMENT REFERS TO
THE LOAN EVIDENCED BY THE PROMISSORY NOTE DATED AUGUST 15, 2003 IN FAVOR OF BANK
EXECUTED  BY I/OMAGIC CORPORATION IN THE AMOUNT OF $6,000,000.00 PAYABLE IN FULL
ON  SEPTEMBER  1, 2004 AND EXTENDED THE MATURITY OF THE NOTE TO JANUARY 31, 2005
AS  EVIDENCED  BY  THE  CHANGE  IN  TERMS  AGREEMENT  DATED  DECEMBER  1,  2004.

DESCRIPTION  OF  COLLATERAL.
1)  1ST  POSITION  UCC FINANCING STATEMENT FILED ON JULY 30,2003 AT SECRETARY OF
STATE,  SACRAMENTO,  CA  AS  INSTRUMENT  #0321260018.
2)  1ST  POSITION  UCC  FINANCING  STATEMENT  FILED ON JULY 30, 2003 AT STATE OF
NEVADA  AS  INSTRUMENT  #2003020439-1.

DESCRIPTION  OF  CHANGE IN TERMS. TO EXTEND THE MATURITY OF THE NOTE TO FEBRUARY
18,  2005.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the  original  obligation  or obligations, including all agreements evidenced or
securing  the  obligation(s),  remain  unchanged  and  in full force and effect.
Consent  by  Lender  to  this  Agreement does not waive Lender's right to strict
performance  of  the  obligation(s)  as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of  the obligation(s). It is the intention of Lender to retain as liable parties
all  makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement.  If  any person who signed the original obligation does not sign this
Agreement  below, then all persons signing below acknowledge that this Agreement
Is  given  conditionally,  based  on  the  representation  to  Lender  that  the
non-signing  party  consents  to the changes and provisions of this Agreement or
otherwise  will  not  be  released  by  it.  This waiver applies not only to any
initial  extension,  modification  or  release,  but also to all such subsequent
actions.

BUSINESS  LOAN AGREEMENT (ASSET BASED). This Note is the Note referred to in the
Business  Loan  Agreement  (ASSET  BASED)  dated  August  15,  2003, between the
Borrower  and  Bank, as at any time amended (the "Business Loan Agreement (ASSET
BASED)"). Notwithstanding the paragraph entitled "DEFAULT" above and in addition
thereto,  upon  the occurrence of an event of default as defined In the Business
Loan  Agreement  (ASSET BASED), all sums of principal and interest the remaining
unpaid shall become due and payable, as provided in the Business Loan Agreement.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF  THIS  AGREEMENT.  BORROWER  AGREES  TO  THE  TERMS  OF  THE  AGREEMENT.
BORROWER:

I/OMAGIC  CORPORATION

BY:  /s/  TONY SHAHBAZ                         BY: /s/ STEVE GILLINGS   01/28/05
     ----------------------------------            -----------------------------
TONY  SHAHBAZ,  PRESIDENT  OF  I/OMAGIC            STEVE  GILLINGS,  CHIEF
CORPORATION                                        FINANCIAL  OFFICER  OF
                                                   I/OMAGIC  CORPORATION

LENDER:

UNITED  NATIONAL  BANK

X   /s/  ALLISON  WU
--------------------
AUTHORIZED SIGNER