I/OMAGIC CORP
6-6-05 LHE TERMINATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>doc3.txt
<DESCRIPTION>6-6-05 LHE TERMINATION AGREEMENT
<TEXT>

                              TERMINATION AGREEMENT


     This  TERMINATION  AGREEMENT  (the "Termination Agreement") is entered into
and  effective as of June 6, 2005, by and between Lung Hwa Electronics Co., Ltd.
hereafter  referred  to  as "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 (hereafter referred to as
"IOMC"), a Nevada corporation, having its office and principal place of business
at  4  Marconi,  Irvine,  CA  92618.

                                    RECITALS

     WHEREAS, LHE and IOMC have entered into an Agreement dated January 23, 2003
(the  "2003 Agreement"), in which LHE provided IOMC with a trade credit facility
of  up  to  $10,000,000  and LHE agreed to serve as the international purchasing
office  for  IOMC;

     NOW,  THEREFORE,  in consideration of their mutual covenants, and for other
good  and  valuable  consideration, the adequacy of which is hereby acknowledged
and  agreed,  the  parties  hereto  hereby  agree  as  follows:

     A.     LHE  and  IOMC  mutually  agree  to  terminate  the  2003  Agreement
effective  as  of  June  6,  2005  (the  "Effective  Date") and waive any notice
requirements  for  termination  under  the  2003  Agreement.

     B.     The  termination  of  the 2003 Agreement on the Effective Date shall
not affect any of the rights or obligations of either party established prior to
such  effective  date.

     IN  WITNESS  WHEREOF,  the  parties  hereto have executed this Agreement by
their  duly  authorized  representatives  on  the  date  stated  above.


I/OMAGIC  CORPORATION          LUNG  HWA  ELECTRONICS  CO.,  LTD.
/s/Tony Shahbaz                /s/ Peter Pai
By:  Tony  Shahbaz             By:    Peter  Pai
Its: President  and  CEO       Its:   CEO


</TEXT>
</DOCUMENT>
