I/OMAGIC CORPORATION
                      2002 INCENTIVE STOCK OPTION AGREEMENT

     This  Incentive  Stock  Option  Agreement  (this  "Agreement")  is made and
entered  into  by  and  between  I/OMagic  Corporation,  a  Nevada  corporation
("Company"),  and  ______________ ("Optionee"), as of __________, 200_ ("Date of
Grant").  If  the  Optionee  is  presently or subsequently becomes employed by a
subsidiary  of  the  Company,  the  term  "Company"  shall  be  deemed  to refer
collectively  to  I/OMagic  Corporation  and the subsidiary or subsidiaries that
employs  the  Optionee.

                                    RECITALS

     A.     The  Board of Directors and stockholders of the Company have adopted
the  I/OMagic  Corporation  2002  Stock  Option Plan ("Plan") as an incentive to
retain key employees, officers, directors, and consultants of the Company and to
enhance  the  ability  of  the  Company  to  attract  new  employees,  officers,
directors,  and  consultants whose services are considered unusually valuable by
providing  an  opportunity  to have a proprietary interest in the success of the
Company.

The Board of Directors has established a Committee to administer the
Plan  ("Committee"), and the Committee has approved the granting of an option to
the  Optionee  pursuant  to  the Plan to provide an incentive to the Optionee to
focus  on  the  long-term  growth  of  the  Company.

                                    AGREEMENT

     In  consideration  of  the  mutual covenants and conditions hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Optionee agree as follows:

1.     GRANT  OF OPTION. The Company hereby grants to the Optionee the right and
option ("Option") to purchase an aggregate of _____________ (_____) shares (such
number being subject to adjustment as provided in paragraph 10 below and Section
13  of  the  Plan)  of the Common Stock of I/OMagic Corporation ("Stock") on the
terms  and conditions herein set forth. This Option may be exercised in whole or
in  part and from time to time as hereinafter provided. The Option granted under
this  Agreement  is  intended  to be an "incentive stock option" as set forth in
Section  422  of  the  Internal  Revenue  Code  of  1986,  as  amended ("Code").

2.     VESTING  OF  OPTION.  The  Option  shall  vest  and become exercisable as
follows:
_____  percent  (___%)  shall  vest on the Date of Grant and an additional _____
percent  (__%) shall vest on each ________, of each year commencing on _________
and  ending on _________, whereupon the Option shall be vested as to one hundred
percent  (100%).

     3.     PURCHASE PRICE. The price at which the Optionee shall be entitled to
purchase  the  Stock covered by the Option shall be $____ per share, which price
is [100%/110%] of the Fair Market Value (as defined in the Plan) of the Stock on
the  Date  of  Grant.

4.     TERM  OF  OPTION.  The  Option granted under this Agreement shall expire,
unless otherwise exercised, [TEN/FIVE] years from the Date of Grant, through and
including  the  normal  close  of business of the Company on _____________, 20__
("Expiration  Date"),  subject to earlier termination as provided in paragraph 8
below.

5.     EXERCISE OF OPTION. The Option may be exercised by the Optionee as to all
or  any  part  of  the  Stock  then vested by delivery to the Company of written
notice of exercise and payment of the purchase price as provided in paragraphs 6
and  7  below.


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6.     METHOD  OF EXERCISING OPTION. Subject to the terms and conditions of this
Agreement,  the  Option  may  be  exercised by timely delivery to the Company of
written  notice,  which  notice  shall  be effective on the date received by the
Company  ("Effective  Date").  The notice shall state the Optionee's election to
exercise  the  Option,  the  number of shares in respect of which an election to
exercise  has  been made, the method of payment elected (see paragraph 7 below),
the  exact name or names in which the shares will be registered and the taxpayer
identification  number  of  the  Optionee.  The  notice  shall  be signed by the
Optionee  and  shall  be  accompanied  by  payment of the purchase price of such
shares.  If  the  Option is exercised by a person or persons other than Optionee
pursuant to paragraph 8 below, the notice shall be signed by the other person or
persons and shall be accompanied by proof acceptable to the Company of the legal
right  of  the person or persons to exercise the Option. All shares delivered by
the  Company  upon  exercise of the Option shall be fully paid and nonassessable
upon  delivery.

7.     METHOD  OF  PAYMENT  FOR  OPTIONS.  Payment for shares purchased upon the
exercise  of  the  Option  shall  be  made by the Optionee in cash or such other
method  permitted by the Plan and the Committee and communicated to the Optionee
in  writing  prior  to the date the Optionee exercises all or any portion of the
Option.

8.     TERMINATION  OF  EMPLOYMENT.

8.1     GENERAL. If the Optionee terminates employment for any other reason than
for  cause  (as  that  term  is  defined  in  the  Plan,  "Cause")  or voluntary
resignation  in  violation  of  any  agreement  to  remain  in the employ of the
Company,  then  the  Optionee  may  at  any  time  within three months after the
effective  date  of  termination of employment exercise the Option to the extent
that  the  Optionee  was  entitled  to  exercise  the  Option  at  the  date  of
termination, provided that in no event shall the Option be exercisable after the
Expiration  Date.  If  the Optionee terminates employment for Cause or voluntary
resignation  in  violation  of  any  agreement  to  remain  in the employ of the
Company,  then  the  Option  shall  terminate  immediately  upon  termination of
employment,  and  the  Option  shall  be  deemed  to  have been forfeited by the
Optionee.

     8.2     DEATH  OR  DISABILITY  OF  OPTIONEE.  In  the event of the death or
disability  (as  that term is defined in the Plan, "Disability") of the Optionee
within  a  period  during which the Option, or any part thereof, could have been
exercised by the Optionee ("Option Period"), the Option shall lapse unless it is
exercised  within  the  Option  Period  and in no event later than twelve months
after  the  date  of  the  Optionee's death or Disability by the Optionee or the
Optionee's  legal  representative or representatives in the case of a Disability
or,  in  the case of death, by the person or persons entitled to do so under the
Optionee's  last  will  and  testament  or  if  the  Optionee  fails  to  make a
testamentary  disposition of the Option or shall die intestate, by the person or
persons  entitled to receive the Option under the applicable laws of descent and
distribution.  An  Option  may be exercised following the death or Disability of
the  Optionee  only  if  the  Option was exercisable by the Optionee immediately
prior  to  his  death or Disability. In no event shall the Option be exercisable
after  the  Expiration  Date.  The  Committee  shall  have  the right to require
evidence  satisfactory  to  it of the rights of any person or persons seeking to
exercise  the  Option  under  this  paragraph  8  to  exercise  the  Option.

     9.     NONTRANSFERABILITY.  The  Option  granted  by  this Option Agreement
shall  be exercisable only during the term of the Option provided in paragraph 4
above  and, except as provided in paragraph 8 above, only by the Optionee during
his  lifetime  and  while  an  Optionee of the Company. This Option shall not be
transferable  by the Optionee or any other person claiming through the Optionee,
either  voluntarily  or involuntarily, except by will or the laws of descent and
distribution  or  such  other  events  as  are  set  forth  in  the  Plan.

10.     ADJUSTMENTS  IN  NUMBER  OF  SHARES  AND OPTION PRICE. In the event of a
stock  dividend  or  if  the  Stock is changed into or exchanged for a different
number  or  class  of  shares of stock of the Company or of another corporation,
whether through reorganization, recapitalization, stock split-up, combination of
shares,  merger  or consolidation, there shall be substituted for each remaining


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share  of  Stock  then  subject to this Option the number and class of shares of
stock  into  which  each  outstanding  share of Stock is to be so exchanged, all
without  any  change in the aggregate purchase price for the shares then subject
to  the  Option,  all  as  set  forth  in  Section  13  of  the  Plan.

11.     DELIVERY  OF SHARES. No shares of Stock shall be delivered upon exercise
of  the  Option until (i) the purchase price has been paid in full in the manner
herein provided; (ii) applicable taxes required to be withheld have been paid or
withheld  in  full;  (iii)  approval  of  any governmental authority required in
connection  with  the  Option,  or  the  issuance of shares thereunder, has been
received by the Company; and (iv) if required by the Committee, the Optionee has
delivered to the Committee an Investment Letter in form and content satisfactory
to  the  Company  as  provided  in  paragraph  12  below.

12.     SECURITIES  ACT. The Company shall not be required to deliver any shares
of  Stock  pursuant  to the exercise of all or any part of the Option if, in the
opinion  of  counsel  for the Company, the issuance would violate the Securities
Act  of  1933,  as  amended, or any other applicable federal or state securities
laws  or  regulations. The Committee may require that the Optionee, prior to the
issuance  of  any shares pursuant to exercise of the Option, sign and deliver to
the  Company  a  written  statement  ("Investment  Letter") stating (i) that the
Optionee is purchasing the shares for investment and not with a view to the sale
or  distribution  thereof;  (ii)  that  the  Optionee  will  not sell any shares
received upon exercise of the Option or any other shares of the Company that the
Optionee  may  then own or thereafter acquire except either (a) through a broker
on  a national securities exchange or (b) with the prior written approval of the
Company; and (iii) containing such other terms and conditions as counsel for the
Company  may  reasonably require to assure compliance with the Securities Act of
1933,  as  amended,  or  other  applicable  federal or state securities laws and
regulations.  The  Investment  Letter shall be in form and content acceptable to
the  Committee  in  its  sole  discretion.

13.     FEDERAL  AND  STATE  TAXES.  Upon  exercise  of  the Option, or any part
thereof,  the Optionee may incur certain liabilities for federal, state or local
taxes  and  the  Company may be required by law to withhold taxes for payment to
taxing  authorities.  Upon  determination  by the Company of the amount of taxes
required  to  be  withheld,  if  any,  with  respect  to the shares to be issued
pursuant to the exercise of the Option, the Optionee shall pay all federal state
and  local  tax  withholding  requirements  to  the  Company.

14.     DEFINITIONS;  COPY  OF  PLAN.  To  the  extent not specifically provided
herein,  all  capitalized  terms  used  in this Agreement have the same meanings
ascribed  to  them in the Plan. By the execution of this Agreement, the Optionee
acknowledges  receipt  of  a  copy  of  the  Plan.

15.     ADMINISTRATION.  This  Agreement  shall  at  all times be subject to the
terms  and  conditions  of  the  Plan,  and  the  Plan  shall in all respects be
administered by the Committee in accordance with the terms of and as provided in
the Plan. The Committee shall have the sole and complete discretion with respect
to  all  matters reserved to it by the Plan and decisions of the majority of the
Committee  with  respect thereto and to this Option Agreement shall be final and
binding  upon the Optionee and the Company. In the event of any conflict between
the  terms  and conditions of this Agreement and the Plan, the provisions of the
Plan  shall  control.

16.     CONTINUATION  OF  EMPLOYMENT.  This  Agreement shall not be construed to
confer  upon the Optionee any right to continue in the employ of the Company and
shall  not  limit the right of the Company, in its sole discretion, to terminate
the  employment  of  the  Optionee  at  any  time.

17.     OBLIGATION  TO  EXERCISE.  The  Optionee  shall  have  no  obligation to
exercise  any  option  granted  by  this  Agreement.

18.     GOVERNING  LAW.  This  Agreement  shall  be interpreted and administered
under  the  laws  of  the  State  of  California.

19.     AMENDMENTS.  This  Agreement  may be amended only by a written agreement
executed  by  the  Company  and  the  Optionee.  The  Company  and  the Optionee
acknowledge  that  changes in federal tax laws enacted subsequent to the Date of
Grant,  and  applicable  to  stock  options, may provide for tax benefits to the
Company  or the Optionee. In that event, the Company and the Optionee agree that


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this  Agreement  may  be  amended as necessary to secure for the Company and the
Optionee any benefits that may result from that legislation. Any amendment shall
be  made  only  upon the mutual consent of the parties, which consent (of either
party)  may  be  withheld  for  any  reason.

20.     ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between
the parties with regard to the subject matter of this Agreement. All agreements,
covenants, representations and warranties, express or implied, oral and written,
of the parties with regard to the subject matter of this Agreement are contained
in  this  Agreement and the documents referred to or implementing the provisions
of  this  Agreement.  No  other  agreements,  covenants,  representations  or
warranties,  express or implied, oral or written, have been made by either party
to the other with respect to the subject matter of this Agreement. All prior and
contemporaneous  conversations,  negotiations,  covenants  and  warranties  with
respect  to  the  subject  matter  of  this Agreement are waived, merged in this
Agreement  and  superseded  by  this  Agreement.

21.     TAX  INFORMATION AND NOTICE OF DISQUALIFYING DISPOSITION. This Option is
intended to be eligible for treatment as an Incentive Stock Option under Section
422  of  the  Code.  Whether  this  Option  will receive that tax treatment will
depend,  in  part, on the actions by the Optionee after exercise of this Option.
For  example,  if  the Optionee disposes of any of the Stock acquired under this
Option  within  two years after the Date of Grant or within one year of the date
of  exercise  of this Option, the Optionee may lose the benefits of Code Section
422.  Accordingly, the Company makes no representations by way of the Plan, this
Agreement,  or  otherwise,  with  respect  to the actual tax consequences of the
grant  or  exercise  of  this  Option or the subsequent disposition of the Stock
acquired  under  this  Option.

          If  the  Optionee  sells or makes a disposition (within the meaning of
Section 422 of the Code) of any of the Stock acquired under this Option prior to
the  later of (i) one year from the date of exercise of this Option, or (ii) two
years  from the Date of Grant, the Optionee agrees to give written notice to the
Company  of  the  disposition. The notice shall include the Optionee's name, the
number, exercise price and exercise date of the shares of Stock disposed of, and
the  date  of  disposition.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its  officer  thereunto duly authorized and the Optionee has hereunto set his or
her  hand  as  of  the  date  first  written  above.

I/OMAGIC  CORPORATION                    OPTIONEE

By:____________________________          ____________________________________
     Tony  Shahbaz,  President           [INSERT  OPTIONEE  NAME]

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