Trademark License Agreement Dated July 24, 2004

EXHIBIT 10.17


TRADEMARK LICENSE AGREEMENT


THIS AGREEMENT is entered into this 24th day of July, 2004 by and between IOM Holdings, Inc., a Nevada corporation with offices at 4 Marconi, Irvine, California 92618 ("LICENSOR"), and I/OMagic Corporation, a Nevada corporation with offices at 4 Marconi, Irvine, California 92618 ("LICENSEE").


W I T N E S S E T H:

WHEREAS , LICENSOR is the sole and exclusive owner of the trademark and registration identified more fully in Schedule A attached hereto (the "Trademarks"); and


WHEREAS , LICENSOR has the power and authority to grant to LICENSEE the right, privilege and license to use the Trademarks on or in association with the goods and/or services covered by the registrations (the "Licensed Products"); and

WHEREAS , LICENSEE has represented that it has the ability to manufacture, market and distribute the Licensed Products in the Territory identified in Schedule A attached hereto (the "Territory") and to use the Trademarks on or in association with the Licensed Products; and

WHEREAS , LICENSEE desires to obtain from LICENSOR a license to use, manufacture, have manufactured and sell Licensed Products in the Territory and to use the Trademarks on or in association with the Licensed Products; and

WHEREAS , both LICENSEE and LICENSOR are in agreement with respect to the terms and conditions upon which LICENSEE shall use the Trademarks;


NOW, THEREFORE , in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows.

1. LICENSE GRANT

A. LICENSOR hereby grants to LICENSEE, for the Term of this Agreement as recited in Schedule A attached hereto, an exclusive license to use the Trademarks on or in association with the Licensed Products in the Territory, as well as on packaging, promotional and advertising material associated therewith.

B. LICENSOR hereby grants to LICENSEE, for the Term of this Agreement as recited in Schedule A attached hereto, the exclusive right and license to use, manufacture, have manufactured, sell, distribute and advertise the Licensed Products in the Territory.

2. TERM AND TERMINATION OF THE AGREEMENT

This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both parties and shall continue until either party provides thirty (30) days written notice to the other party of its intent to terminate the Agreement.

3. COMPENSATION

In consideration for the licenses granted hereunder, LICENSEE agrees to pay to LICENSOR a one-time fully paid up license fee of $1.00, and agrees to provide LICENSOR with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by LICENSOR.

4. AUDIT

A. LICENSOR shall have the right, upon at least five (5) days written notice and no more than once per calendar year, to inspect LICENSEE's books and records and all other documents and material in the possession of or under the control of LICENSEE with respect to the subject matter of this Agreement at the place or places where such records are normally retained by LICENSEE. LICENSOR shall have free and full access thereto for such purposes and shall be permitted to make copies thereof and extracts therefrom.

B. All books and records relative to LICENSEE's obligations hereunder shall be maintained and kept accessible and available to LICENSOR ...