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                                                                   EXHIBIT 10.40


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


     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 1.4(b) of the Plan be, and it
hereby is, amended to read as follows:

     "(b) Share Limits. The maximum number of shares of Common Stock that may be
     delivered pursuant to Awards (including Incentive Stock Options) granted to
     Eligible Persons under this Plan shall not exceed 2,000,000 shares (the
     `Share Limit'). The maximum number of shares of Common Stock that may be
     delivered under the provisions of Article 8 shall not exceed 150,000
     shares. The maximum number of shares subject to those Options and Stock
     Appreciation Rights that are granted during any calendar year to any
     individual shall be limited to 350,000 shares. Each of the three foregoing
     numerical limits shall be subject to adjustment as contemplated by this
     Section 1.4 and Section 6.2."

     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-II on this 7th day of April, 1999.


                                            MEADE INSTRUMENTS CORP.


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