EXHIBIT 10.2
                                                                   ------------


                         AMENDED AND RESTATED AGREEMENT

     This  Amended  and  Restated  Agreement  ("Amended Agreement"), is made and
entered  into  by  and  between LUNG HWA ELECTRONICS CO., LTD. ("LHE"), a Taiwan
Corporation  having  its  office and principal place of business at 3F, 248, Pei
Sheng  Rd.  Sec.  3,  Sheng  Keng,  Taipei Hsien, Taiwan, R. O. C., and I/OMAGIC
CORPORATION  ("IOMC"),  a  Nevada  corporation,  having its office and principal
place of business at 4 Marconi, Irvine, CA 92618, and is dated July 21, 2005 for
reference purposes only and is effective as of April 29, 2005.  LHE and IOMC are
each  referred  to  herein  as  a  "Party"  and  together  as  the  "Parties."

                                    RECITALS

     This  Amended  Agreement  is  entered  into with reference to the following
facts:

     WHEREAS,  LHE  and  IOMC  have  previously entered into a certain agreement
dated  June  6,  2005  in  connection  with  a $15 million trade credit facility
offered  by  LHE  to  IOMC  (the  "Agreement").

     WHEREAS,  LHE and IOMC now desire to amend and restate the Agreement in its
entirety  to  properly reflect the intent of both Parties and to apply the terms
of  the  Agreement  retroactively  effective  as  of  April  29,  2005.

     WHEREAS,  IOMC desires to use LHE as IOMC's International Purchasing Office
hereafter referred to as "IPO") to purchase certain computer peripheral products
for  IOMC.

     WHEREAS,  IOMC  has the desire to purchase from LHE and LHE desires to sell
certain  computer  peripheral and digital entertainment products manufactured by
LHE  ("OEM  Sales")

     NOW,  THEREFORE,  in  consideration of the covenants and promises contained
herein,  and  for  other  good  and  valuable  consideration,  the existence and
sufficiency  of  which  is  hereby  acknowledged,  the  Parties  hereto agree as
follows:

                                    AGREEMENT

 Terms  Applicable  to  IPO  Business  Model:
 --------------------------------------------

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1.     IOMC  may  instruct  LHE  to purchase consumer/computer products from its
designated     suppliers  for  IOMC  in  the  territory  of  the  North America.

2.     Price  Transparency:  LHE  shall  not  renegotiate  the  price  on IOMC's
       --------------------
purchase  order  to  LHE  for  products  to  be  purchased  with  the designated
suppliers,  unless  the  supplier and LHE offer IOMC the same reduction in price
for  such  products.  LHE agrees to provide and execute a Tri-Party Agreement to
be  negotiated  and  entered  into between IOMC, LHE and each supplier that IOMC
instructs  LHE  to  purchase  products  from.  LHE  agrees  that  the  Tri-Party
Agreement  shall  include, but not be limited to, LHE's agreement that LHE shall
not  renegotiate  prices  with  the  supplier.

3.     Handling  Charge  as  Being  IPO
       --------------------------------
     LHE  shall charge 5% handling charge based on the supplier's unit price. If
IOMC     reaches  an  average  running monthly purchasing volume of $750,000 per
month  under     either  the  IPO and/or OEM Sales Business models combined, LHE
shall  reduce  the     handling  charge by 2% as a volume discount to IOMC.  LHE
shall  credit  any volume     discounts on handling charges to IOMC by issuing a
credit  note  based  on  the  invoices.

4.     Returns
       -------
     IOMC  shall  return  nonconforming  or  defective  products directly to the
supplier.  LHE     agrees  to  issue  IOMC  a  credit  for the 3% or 5% handling
charge  on  the  returned     products  in  the event that the supplier issues a
return  credit to LHE for IOMC returned     products.  Returns to suppliers will
be negotiated and handled pursuant to a Tri-Party     Agreement executed by LHE,
IOMC,  and  supplier.

Terms  Applicable  to  IPO  and  OEM  Sales  Business  Model:
-------------------------------------------------------------

1.     Purchase  Order
       ---------------
IOMC  shall  issue  purchase  orders  to  LHE  during  the  term of this Amended
Agreement. The terms on all Purchase Orders shall be F.O.B. I/OMagic's warehouse
located  at 4 Marconi, Irvine, CA 92618, unless agreed upon otherwise in writing
by  both  parties.

2.     Credit  Line
       ------------
US  $15  million

3.     Payment:
       -------
(a)     Net  120  days from the date of LHE's invoice for the IPO Sales Business
Model;  Net  90  days  from the date of LHE's invoice for the OEM Sales Business
Model.  LHE


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shall issue individual invoices to IOMC for each shipment no earlier
than  the  shipment  date  of  the  Products  to  IOMC.
(b)     Payment  should  be made on the 121st day for IPO Sales and the 91st day
for  OEM  Sales, beginning on the date the invoice is issued with funds paid via
wire  transfer  to  bank  account  specified  below  (hereinafter referred to as
"Bank"):
(c)     Bank  information
Bank:  CHANG  HWA  COMMERCIAL  BANK,  LTD.  PEI  HSIN  BRANCH
Account  name:  LUNG  HWA  ELECTRONICS  CO.,  LTD.
Account  No.  5623-22-06271-500
SWIFT  CODE:  CCBCTWTP562
(d)  Interest shall accrue on any past due accounts at a rate of 0.5% per month.

4.     Early  Payment
       --------------
Upon  effectiveness  of  this  Amended  Agreement,  the  amount of $1,500,000 US
dollars  ("Early  Payment  Funds") shall be wired from IOMC to LHE.  These funds
will  be used to pay all IOMC invoices coming due for payment to LHE.  Any Early
Payment  Funds  remaining  after the payment of all IOMC outstanding invoices to
LHE  three  months  after  the  date of this Agreement shall be refunded to IOMC
immediately.  Once the Early Payment Funds have been used to pay all outstanding
IOMC  invoices,  or  three  months  after  the  effective  date  of this Amended
Agreement  has  expired,  whichever  is  sooner,  as a down payment for products
ordered,  IOMC  shall  pay  LHE 10% of the purchase price on any purchase orders
issued  to  LHE  within  ten  (10)  days  of  LHE's  invoice  date.

5.     Cancellation
       ------------
If IOMC cancels the Purchase Order, the cancellation penalty would depend on the
supplier's  request  stated  on  quotation  or  contract.

6.  Shipment
    --------
IOMC  will  pay for reasonable shipping expenses including transportation costs,
freight forwarder  and  related  customs/duties fees.

7.     Non-Competition
       ---------------
During  the  term of, or any extension of the term of, this Agreement, LHE shall
not  export,  market,  design,  manufacture  or sell any products similar to, or
which  either  alone  in  conjunction with some other goods, perform as or which
might  otherwise  compete  with  IOMC  in  the  North  America.

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8.     Duration
       --------
This  Amended  Agreement  shall remain valid for one (1) year from the effective
date  of  this  Amended  Agreement.  At  the  end  of  the  term of this Amended
Agreement,  if  either  party  would like to terminate the Amended Agreement the
terminating  party  shall provide the other party with at least thirty (30) days
prior  written  notice of termination.  Otherwise, the Amended Agreement will be
continuously  valid  without  signing  a  new  agreement.

9.     Monthly  Statements
       -------------------
LHE shall fax  or  e-mail  a  statement indicating all open items to IOMC within
15  days  after  the  end  of  each  month.

10.     Entire  Agreement
        -----------------
Except  as  provided  herein,  this  Amended  Agreement contains the entire
agreement  of  the  parties,  and  supersedes  all  existing  negotiations,
representations,  or  agreements  and  all  other  oral,  written,  or  other
communications  between  them concerning the subject matter of the Agreement and
this  Amended Agreement. There are no representations, agreements, arrangements,
or  understandings,  oral  or  written,  between  and  among  the parties hereto
relating  to  the  subject  matter  of this Amended Agreement that are not fully
expressed  herein.

10.     Applicable  Law
        ---------------
This Amended Agreement shall be subject to the laws of California and each party
hereby  submits  to  the  exclusive jurisdiction of the courts in Orange County,
California and irrevocably waives any rights it may have to bring proceedings in
any  other  jurisdiction  (including  without  limitation  on  the  grounds  of
inconvenient  forum.)

     IN WITNESS WHEREOF, the parties hereto have executed this Amended Agreement
by  their  duly  authorized  representatives  on  the  date and year first above
written.

I/OMAGIC  CORPORATION               LUNG  HWA  ELECTRONICS  CO.,  LTD.

/s/ Tony Shahbaz                    /s/ Peter Pai     7/21/2005

By:   Tony  Shahbaz                 By:     Peter  Pai
Its:  President  and  CEO           Its:    CEO


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