EXHIBIT 10.2
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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
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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
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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
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IOMC
shall return nonconforming or defective products directly to the
supplier. LHE agrees
to issue IOMC a credit for the 3% or 5% handling
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