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                                                                   EXHIBIT 10.44

                             MEADE INSTRUMENTS CORP.

                          EMPLOYEE STOCK OWNERSHIP PLAN


                  Amendment No. 1 to Amended and Restated Plan



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

     WHEREAS, it is desirable to amend the definition of "Compensation" under
the Plan; and

     WHEREAS, it is desirable to clarify other provisions of the Plan.

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

     1.   The definition of "Compensation" in Section 2 is restated, effective
as of January 1, 2000, to read as follows:

     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 and any amounts withheld
                         pursuant to the Company's

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                         Cafeteria Plan (under Section 125 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 $170,000 (as adjusted after
                         2001 for increases in the cost of living pursuant to
                         Section 401(a)(17) of the Code).

     2.   The definition of "Employee" in Section 2 is restated, effective as of
January 1, 1997, to read as follows:

     Employee .......... Any individual who is treated as a common-law employee
                         by the Company; provided, however, that an independent
                         contractor (or other individual) who is reclassified as
                         a common-law employee on a retroactive basis shall not
                         be treated as having been an Employee for purposes of
                         the Plan for any period prior to the date that he is so
                         reclassified. A leased employee is not an Employee for
                         purposes of this Plan. For this purpose, a "leased
                         employee," as described in Section 414(n) of the Code,
                         is any individual who is not treated as a common-law
                         employee by the Company or an Affiliate and who
                         provides services to the Company or an Affiliate if (A)
                         such services are provided pursuant to an agreement
                         between the Company or an Affiliate and a leasing
                         organization, (B) such individual has performed
                         services for the Company or an Affiliate on a
                         substantially full-time basis for a period of at least
                         one year, and (C) such services are performed under the
                         primary direction or control of the Company or an
                         Affiliate.

     3.   The second paragraph of Section 12(a) is restated, effective as of
January 1, 1999, to read as follows:

          For each of the first five Plan Years in the Election Period, the
     Participant may elect to "diversify" an amount which does not exceed 25% of
     the number of shares of


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     Company Stock allocated to his Company Stock Account (including for this
     purpose any shares of Company Stock distributed or withdrawn during the
     Election Period), less all shares with respect to which an election under
     this Section 12(a) was previously made. In the case of the sixth Plan Year
     in the Election Period, the Participant may elect to "diversify" an amount
     which does not exceed 50% of the number of shares of Company Stock
     allocated to his Company Stock Account (including for this purpose any
     shares of Company Stock distributed or withdrawn during the Election
     Period), less all shares with respect to which an election under this
     Section 12(a) was previously made. No "diversification" shall be permitted
     if the balance in a Participant's Company Stock Account as of the last day
     of the first Plan Year in the Election Period has a Fair Market Value of
     $500 or less, unless and until the balance in his Company Stock Account as
     of a subsequent Plan Year in the Election Period exceeds $500.

     4.   The first sentence of Section 13(d) is restated, effective as of
January 1, 2000, to read as follows:

          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)
     nor a hardship withdrawal of "elective deferrals" as described in Section
     401(k)(2)(IV) of the Code 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)) of his right
     to elect to have the "eligible rollover distribution" paid directly to an
     "eligible retirement plan" (within the meaning of


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     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 or a qualified annuity plan described in Section
     403(a) of the Code that accepts "eligible rollover distributions."

     To record the adoption of this Amendment No. 1, the Company has caused it
to be executed this 20th day of December, 2000.

                                                MEADE INSTRUMENTS CORP.


                                                By: /s/ Brent W. Christensen
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