EXHIBIT 10.8

                                  EXHIBIT 10.8

                BTC ACQUISITION AGREEMENT DATED FEBRUARY 3, 1999





                           INVENTORY CONTROL AGREEMENT

         This Inventory Control Agreement (this "Agreement") is entered into and
is effective as of February 3, 1999 and is by and between I/OMagic Corporation
("I/OMagic") and Behavior Technology Company, a California corporation ("BTC").

         I/OMagic and BTC have entered into that certain Subscription Agreement
dated February 3, 1999 providing for the contribution by BTC of $5 million in
inventory (the "Inventory") in exchange for 16,666,667 shares of the outstanding
common stock of I/OMagic. The purpose of this Agreement is to provide for
certain terms, pursuant to which, BTC shall provide I/OMagic the Inventory.

         1.       Effective upon execution of this Agreement, BTC agrees that it
shall transfer to I/OMagic $5 million in Inventory, at the preferred customer
price provided I/OMagic previously (the "Preferred Price"). The Inventory
shall be comprised of the various SKUs set forth in Exhibit A hereto.

         2.       I/OMagic shall have the right to adjust the composition of the
Inventory and to replace components comprising the Inventory with other
components of Inventory to be selected entirely at the discretion of I/OMagic
("Inventory"), so long as: (i) the Preferred Price of the old Inventory shall
equal the Preferred Price of the new Inventory; and (ii) the Inventory is
contained in a BTC facility. All Inventory is price protected by BTC until the
Inventory is released to I/OMagic, its representatives or its customers.

         3.       In the event I/OMagic desires to provide such an adjustment to
the Inventory it shall provide written notice to the principal United States
office of BTC, identifying the Inventory composition changes. Such adjustment
shall be effective immediately upon receipt by BTC.

         4.       It is agreed that: (a) this Agreement constitutes the entire
agreement between the parties hereto regarding the subject matter hereof; (b)
this Agreement is fully performable in the United States; and (c) in the event
of a dispute arising from this Agreement, the parties hereto agree to resolve
such dispute in Orange County, California according to the rules of the American
Arbitration Association.

         IN WITNESS WHEREOF, the parties hereto hereby agree to be bound by the
terms of this Agreement by affixing their signature below.

I/OMAGIC CORPORATION
a Nevada corporation

By: /S/ XXXX XXXXXXX
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         Xxxx Xxxxxxx, President

BEHAVIOR TECHNOLOGY CORPORATION
a California corporation

By:    Steel Su
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Name: Steel Su
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Title:    President
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