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                                                                   EXHIBIT 10.39

                             MEADE INSTRUMENTS CORP.
                            1997 STOCK INCENTIVE PLAN
                                AMENDMENT 1999-I


     WHEREAS, Meade Instruments Corp. (the "Corporation") maintains the Meade
Instruments Corp. 1997 Stock Incentive Plan, as amended (the "Plan"); and

     WHEREAS, the Board of Directors of the Corporation approved the amendment
to the Plan set forth herein;

     NOW, THEREFORE, BE IT RESOLVED, that Section 5.2(c) of the Plan be, and it
hereby is, amended to read as follows:

     "(c) Maximum Performance-Based Award. Notwithstanding any other provision
     of the Plan to the contrary, the maximum number of shares of Common Stock
     which may be delivered pursuant to options, stock appreciation rights,
     restricted stock or other share-based awards that are granted as
     Performance-Based Awards to any Participant in any calendar year shall not
     exceed 350,000 shares, either individually or in the aggregate, subject to
     adjustment as provided in Section 6.2. Awards that are cancelled during the
     year shall be counted against this limit to the extent required by Section
     162(m) of the Code. In addition, the aggregate amount of compensation to be
     paid to any Participant in respect of any Cash-Based Awards that are
     granted during any calendar year as Performance-Based Awards shall not
     exceed $1,000,000."

     RESOLVED FURTHER, that the foregoing Plan amendment shall be effective
immediately, subject, however, to stockholder approval of such amendment at the
next regularly scheduled meeting of stockholders.

     IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer
to execute this Amendment 1999-I on this 24th day of February, 1999.


                                            MEADE INSTRUMENTS CORP.


                                            By:  /s/ Steven G. Murdock
                                                 -------------------------------
                                            Name: Steven G. Murdock
                                            Its:   President, Chief Operating
                                                   Officer and Secretary