**Exhibit 10.33**

**4-1-12**

**EMPLOYMENT AGREEMENT**

August 23, 2000

Ms. Judy Hattendorf4500Woodman Ave. ShermanOaks, CA 91423Dear Judy:

I am pleased to offer you theposition General Manager, United Kingdom of OMP, Inc. (the “Company”)effective September 1, 2000 on the following terms:

A.            Duties

You will perform the dutiescustomarily associated with this position with respect to the Company’s operations ona full-time basis, and will report directly to the Phillip J. Rose, President & CEO.

B.             Compensation

Salary: Your salary shall be$125,000 per annum subject to annual cost of living increases based on theConsumer Price Index for All Items, All Urban Consumers for the LosAngeles-Anaheim Riverside, CA area or such greater increase as may be approvedby the Company’s Board of Directors in its discretion. Your salary shall bepaid semi-monthly, subject tostandard payroll deductions and witholdings.

Annual Performance Bonus: Youshall be entitled to an annual performance bonus based on the achievement ofcertain benchmarks to be set by the Board of Directors of the Company. You willbe eligible to earn an annual performance bonus targeted at 30% of your salarybased onmeeting the parameters of your business plan. No bonus is payable unless youare employed bythe Company on December 31, of the applicable year. AH bonuses will be subjectto the legal deductionsand withholdings, etc. as customary. The 2000 bonus will be prorated for timeof employment.

Stock Option Grant: TheCompany intends to grant you 5,000 stock options to purchase common stock of theCompany under its Stock Option Plan. These options will have an exercise price of $1.94 pershare. All options will be subject to the requirements of the Company’s StockOption Plan, applicable rules under the Internal Revenue Code, applicableaccounting policies andsecurities laws.

Benefits: From the date of youremployment, you are eligible for all company benefits, such as vacation,holiday pay, or medical and dental benefits. You will be eligible for three weeks vacation annuallyand sick leave according to the standard of the Company. You will also receiveall other benefits the Company provides to its most senior employees (e.g.,health and

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dental insurance coverage).You will be eligible to participate in the Company’s 401 k plan after sixmonths of employment.

C.            Expenses

The Company shall reimburse you for all otherreasonable, ordinary and necessary expenses incurred in the performance of yourduties (such reimbursement shall be conditioned upon the submission ofreasonable detailed receipts and/or invoices substantiating such expenses).

D.            Termination

Either you or the Company may terminate youremployment with or without cause, at any time, for any reason whatsoeverwithout advance notice. This at-will employment relationship cannot be changedexcept by a writing signed by the Chairman of the Board of the Company.

If the Company terminates your employment withoutcause after the first ninety days but during the first year of your employment,you will receive as your sole severance, your base salary for three (3) monthspayable semi-monthly, subject to standard payroll deductions and withholdings.These payments shall cease immediately if you violate any provision of thisagreement, including the provisions of Section F. If the Company exercises thisright to terminate your employment without cause, no compensation will be owedto you other than the severance payment referred to in the previous sentence.

If you voluntarily terminate your employment, if youdie or become physically or mentally disabled (subject to the Company’srequirement to comply with all applicable laws), or if the Company terminatesyour employment for cause, all compensation and benefits shall ceaseimmediately, and you will received no severance benefits. For purposes of thisagreement, termination for cause shall mean material misconduct, including, butnot limited to (i) conviction of any felony or any crime involving moralturpitude or dishonesty or which is punishable by imprisonment in a state orfederal correctional facility; (ii) participation in a fraud or act ofdishonesty against the Company or any of its customers or suppliers; (iii)willful and material breach of Company policies or willful violation ofreasonable rules, regulations, orders or directives of the Company’s Board ofDirectors; (iv) refusal to perform your duties on a full-time basis; (v)material breach of any term of this Agreement; (vi) intentional damage toCompany property (vii) conduct by you which in the good faith and reasonabledetermination of the Board of Directors of the company demonstrates grossnegligence, willful malfeasance or gross unfitness to serve. In the case ofsections iii, iv, and v, Company must provide Employee with written notice oftheir intent to terminate and Employee shall be given 30 days to correct the “cause”in order to avoid termination. The determination as to the adequacy of such “corrective”action on the part of the employee shall be subject to the good faith andreasonable determination of the Board of Directors of the Company.

E.            Policies and Procedures

You will be expected to abide by all Companypolicies and procedures. Company may issue policies, rules, regulations,guidelines, procedures, or other informational material, whether

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in the form of handbooks, memoranda, or otherwise,relating to its employees. These materials are general guidelinesfor your information and shall not be construed to alter, modify, or amend thisagreement for any purpose whatsoever, and this agreement shall control oversuch policies to the extent ofany conflict.

F.             Confidentiality/Non-Competition

At any time followingexecution of this agreement, you agree not to use or disclose, directly orindirectly, for any reason, whatsoever or in any way any confidentialinformation or trade secrets of Company, including, but not limited to, informationwith respect to Company as follows: the identity, lists, and/or descriptions of anycustomers of Company; financial statements, cost reports, and other financialinformation; product or service pricing information; contract proposals andbidding information; processes, policies and procedures developed as part of aconfidential business plan; and management systems and procedures, includingmanuals and supplementsthereto, other than (i) at the direction of Company during the course of your employment (ii) afterreceipt of the prior written consent of Company, (iii) as required by any courtor governmental regulatory agency having competent jurisdiction over Company,or (iv) information made publicby Company.

You agree that all copyrights,trademarks, tradenames, service marks, inventions, processes and otherintangible or intellectual property rights that may be invented, conceived, developed or enhanced byyou while you are employed by the company that relate to the Company’sbusiness, or that result from any work performed by you for the Company, shallbe the sole property of the Company, and you hereby assign to the Company anyright or interest that you may otherwise have in respect thereof. Upon the reasonablerequest of the Company, you shall execute acknowledge, deliver and file anyinstrument or document necessary or appropriate to give effect to thisprovision and do all other acts and things necessary to enable the Company to exploitthe same or to obtain patents or similar protection with respect thereto. Youagree that the covenants set forth in this paragraph shall accrue to thebenefit of Company, irrespective of the reason for termination of the other provisions ofthis agreement and the correspondingemployment relationship created hereby.

You agree that while you areemployed by the Company and for a period of three years thereafter you will not,without the prior written consent of the Company’s Board of Directors:

a.               Whether for compensation or otherwise, directly orindirectly engage in the Company’s business, or any part thereof, or assist anyother person in such person’s conduct of the Company’s business, or any part thereof,whether as a director, officer, employee, consultant, adviser, independentcontractor or otherwise;

b.              Hold a legal or beneficial interest in any person whichis engaged in the Company’s business or any part thereof, whether such interestis as an owner, investor, partner, creditor (other than as a trade creditor in the ordinarycourse of business), joint ventureor otherwise;

c.               Solicit, divert or attempt to divert from the Company orany person deriving title to the goodwill of the Company (a “Transferee”) anybusiness constituting, or any customer of, any part of the Company’s business thenconducted by the Company or suchTransferee; or

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d.              Induce or attempt to induce any person then,or during the immediately preceding six (6) month period, engaged or employed(whether part-time or full-time) by the Company or any Transferee, whether asan officer, employee, consultant, salesman, adviser or independent contractorto leave the employ of the Company or such Transferee, as the case may be, orto cease providing the services to the Company or such Transferee, as the casemay be, then provided by such person, or in any other manner seek to engage oremploy any such person (whether or not for compensation) as an officer,employee, consultant, adviser or independent contractor such that such personwould thereafter be unable to devote his or her full business time andattention to the business then conducted by the Company or such Transferee, asthe case may be.

You hereby specifically acknowledge and agree thatthe restrictions contained in this paragraph are reasonable and necessary toprotect the business and prospective business of Company, and that theenforcement of the provisions of this paragraph will not work an undue hardshipon you.

However, in the event your employment is terminatedby the Company without cause, you shall be permitted to do the following as thefirst anniversary of the date of such termination:

a.                Whetherfor compensation or otherwise, directly or indirectly engage in the Company’sbusiness, or any part thereof, or assist any other person in such person’s conductof the Company’s business, or any part thereof, whether as a director, officer,employee consultant, adviser, independent contractor or otherwise; or

b.             Holda legal or beneficial interest in any person which is engaged in the Company’s businessor any part thereof, whether such interest is as an owner, investor, partner, creditor(other than as a trade creditor in the ordinary course of business), joint ventureor otherwise; or

G.Miscellaneous

To ensure rapid and economical resolution of anydisputes which may arise with the Company, or any of its officers or directorsor under this agreement, you agree that any and all disputes or controversies,whether of law or fact of any nature whatsoever (including, but not limited to,all state and federal statutory and discrimination claims whether for race,sex, sexual orientation, religion, national origin, age, marital status, ormedical condition, handicap or disability, or otherwise) arising from any suchdispute or regarding the interpretation, performance, enforcement or breach ofthis agreement shall be resolved by final and binding arbitration under theJudicial Arbitration and Mediation Services Rules of Practice and Procedure.

If any provision of this agreement is held up to beillegal, invalid, or unenforceable under present or future laws, such provisionshall be fully severable, and this agreement and each separate provision hereofshall be construed and enforced as if such illegal invalid, or unenforceableprovision had never comprised a part of this agreement, and the remainingprovisions of this agreement, shall remain in full force and effect and shallnot be affected by the

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illegal, invalid or unenforceable provision or by itsseverance from this agreement. In addition, in lieu of such illegal, invalid,or unenforceable provision, there shall be added automatically as part of thisagreement a provision as similar in terms to such illegal, invalid, orunenforceable provision as may be possible and be legal, valid and enforceable, ifsuch reformation is allowable underapplicable law.

This agreement constitutes thecomplete, final and exclusive embodiment of the entire agreement between youand the Company with respect to the terms and conditions of your employment, and itsupersedes any agreements or promises made to you by anyone, whether oral or written. You agreethat, except as provided herein, no other representations or promises were madeto you regarding your employment with the Company. This agreement shall beconstrued and interpreted inaccordance with the laws of the State of California.

We look forward to your joiningthe Company and to a successful and enjoyable working relationship.

Sincerely,
| Obagi Medical Products, Inc. |
|------------------------------|
|                         |
| By:                          | /s/ Phillip J.  Rose |   |
|                         | Phillip J. Rose |
|                         | President &  Chief Executive Officer |
|                         |
|                         |
| Accepted By:                 |
|                         |
| /s/ Judy  Hattendorf         |   |
| Judy Hattendorf              |

 

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