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                                                                   Exhibit 10.50

                             MEADE INSTRUMENTS CORP.
                             -----------------------

                          EMPLOYEE STOCK OWNERSHIP PLAN
                          -----------------------------

                  Amendment No. 2 to Amended and Restated Plan
                  --------------------------------------------

         WHEREAS, Meade Instruments Corp. (the "Company") maintains the Meade
Instruments Corp. Employee Stock Ownership Plan (the "Plan") for the benefit of
eligible Employees;

         WHEREAS, it is necessary to amend the Plan to conform to certain
provisions of the Internal Revenue Code of 1986, as amended by the Taxpayer
Relief Act of 1997, the Community Renewal Tax Relief Act of 2000 and the
Economic Growth and Tax Relief Reconciliation Act of 2001; and

         WHEREAS, it is desirable to clarify certain existing Plan provisions.

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. Section 2 is amended by restating the definition of "Compensation"
to read as follows, effective as of January 1, 2002:

           Compensation.........    The total wages and other compensation paid
                                    to an Employee by the Company during each
                                    Plan Year, as reported on the Employee's Tax
                                    and Wage Statement (Form W-2), including any
                                    Elective Deferrals made on his behalf to the
                                    401(k) Plan, any amounts withheld pursuant



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                                    to the Company's Cafeteria Plan (under
                                    Section 125 of the Code) and any "qualified
                                    transportation benefits" under Section
                                    132(f)(4) of the Code, but excluding
                                    employer contributions to a plan of deferred
                                    compensation, amounts realized in connection
                                    with stock options, amounts which receive
                                    special tax benefits, and any amount in
                                    excess of $200,000 (as adjusted periodically
                                    by the Internal Revenue Service after 2002
                                    for increases in the cost of living pursuant
                                    to Section 401(a)(17) of the Code).


         2. Section 7(a) is amended by restating the first sentence thereof to
read as follows, effective as of January 1, 2002:

                  The Annual Additions for each Plan Year with respect to any
         Participant may not exceed the lesser of:

                           (1)      100% of his Compensation; or

                           (2)      $40,000, as adjusted for increases in the
                                    cost of living pursuant to Section
                                    415(d)(1)(C) of the Code.

         3. Section 11(b) is amended by restating the last sentence thereof to
read as follows, effective as of October 17, 2000:

          If the value of a Participant's Capital Accumulation exceeds $5,000,
          no portion of his Capital Accumulation may be distributed to him
          without his written consent before he attains age 62.


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         4. Section 13(b) is amended by restating the last sentence thereof to
read as follows, effective as of January 1, 1999:

          A deceased Participant's entire Capital Accumulation shall be
          distributed to his Beneficiary on or before the December 31st of the
          calendar year that includes the fifth anniversary of his death, except
          to the extent that distribution has previously commenced in accordance
          with Section 11(b)(2).

          5. Section 13(d) is restated to read as follows, effective as of
January 1, 2002:

                  If a distribution of a Participant's Capital Accumulation is
         neither one of a series of annual installments over a period of ten
         years (or more), a hardship withdrawal nor the minimum amount required
         to be distributed pursuant to the second sentence of Section 11(c) (an
         "eligible rollover distribution"), the Committee shall notify the
         Participant (or any spouse or former spouse who is his alternate payee
         under a "qualified domestic relations order" (as defined in Section
         414(p) of the Code)) or the Participant's surviving spouse of his right
         to elect to have the "eligible rollover distribution" paid directly to
         an "eligible retirement plan" (within the meaning of Section 401(a)(31)
         of the Code) that is an individual retirement account described in
         Section 408(a) of the Code, an individual retirement annuity described
         in Section 408(b) of the Code, a qualified trust described in Section
         401(a) of the Code, a qualified annuity plan described in Section
         403(a) of the Code, an annuity contract described in Section 403(b) or
         an eligible plan described in Section 457(b) of the Code (which is
         maintained by a state, political subdivision of a state, or any agency
         or instrumentality of a state or political subdivision of a state) that
         accepts "eligible rollover distributions." Any election under this
         Section 13(d) shall be made and effected in accordance with such rules
         and procedures as may be established from time to time by the Committee
         in order to comply with Section 401(a)(31) of the Code.


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         To record the adoption of this Amendment No. 2 to the Plan, the Company
has caused it to be executed this 18th day of December, 2002.

                                           MEADE INSTRUMENTS CORP.


                                           By /s/ Brent W. Christensen
                                              -------------------------------
                                              Brent W. Christensen





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