Exhibit
10.30


4-1-14





OMP, INC.

310 GOLDEN SHORE, 1st FLOOR

LONG BEACH, CALIFORNIA 90802


November
30, 2001


Mr.
Curtis Cluff

12901 Martha Ann Dr.

Los Alamitos, California 90720


Dear
Curtis:


Thank
you for making the effort to come and visit with Brad, Bob and John at
Stonington’s New York office. As we talked, it gives me great pleasure to
extend to you the following offer of employment at OMP, Inc.  The details of this offer is as follows:


1.               Your title will be Chief Financial Officer
(CFO). As we discussed during the interview process, it is our aim to provide
you with a broader range of experience than a traditional CFO. It is my
intention to consider additional responsibilities for operations, including
distribution, warehouse, suppliers contractor, and etc. Clearly this is
contingent on your overall performance and contribution to OMP’s business
performance.


2.               Your annualized salary will be $200,000.00
paid bi-monthly. In recognition of your current salary, we promise to consider
above average annual raises in the next couple of years.


3.               You will participate in the Annual Incentive
Plan for performance year 2002. Your target award is 50% of your base salary,
primarily tied to achieving specific performance targets (e.g., EBITDA). For
the first year only, payment of one half of this target award will be
guaranteed. This guarantee can be altered by the Board of Directors based on
extraordinary circumstances.


4.               4. Subject to final approval by the
Compensation Committee of the Board, on your starting date as an employee of
OMP, you will receive 75,000 options to purchase OMP Stock. These options will
vest at 20% per year for each year from the date of grant. The grant of the
stock options will be subject to the other terms and provisions of the company’s
2000 stock option plan and stock option agreement which accompanies this
letter, and to the satisfaction of all federal and state securities laws. The
exercise


PH 


FX  562-628-1008



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price of such options will
be determined based on current a fair market valve, which is being determined
now by the Board of Directors.


5.               You will be eligible to participate in the
following OMP Employee Benefit Plan: Group Health and Life Insurance; 401 K
Pension Plan; Long Term Disability: Business Travel Accident and Voluntary Accident.
Details of these plans are enclosed.


6.               You will be entitled to three-week vacation
annually. The vacation policy is based on a “use it or lost it” philosophy in a
given calendar year.


7.               For purposes of this offer letter, any act by
you involving fraud, willful malfeasance or similar wrongful acts, or willful
and continuing neglect of your duties after notice of such, shall be grounds
for you to be “Terminated For Cause.” If you are terminated for any other
reason, you shall be deemed “Terminated Without Cause.” In the event that you
are terminated without cause, the Company will pay you an agreed upon severance
amount equal to six (6) months of your then base salary, paid in equal
semi-monthly installments during the six (6) month periods or a lump sum. You
agree that the payments set forth in this offer letter constitute all payments
that you shall be entitled to, and under any theory, in the event of any
termination of employment.


This
letter serves as an offer of employment, not as an employment contract. OMP is
an employer-at will. This means either party can terminate our relationship at
any time for any reason.


As
we agreed, your starting date is planned to be January 15, 2002, pending the
progress of your negotiations. I understand that there is a possibility that
existing commitments may cause a delay in that planned start date. It is my
intension to be flexible, however I would ask that you keep me informed of any
delays in advance to the extent possible. As we discussed, the latest possible
start date for this agreement will be February 4, 2002, this offer can be
rescinded at any time prior to your actual start date.


If
you are in agreement with this proposal, please return a signed copy and keep
one for your records.


I
hope you have a great New Years celebration. I know mine will be more festive
knowing that you are going to join OMP.



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  Sincerely,

  
	
   

  
	
  /s/ A.T. McNamara

  	
   

  
	
  A.T. MCNAMARA

  
	
   

  
	
   

  
	
  /s/ Curtis Cluff

  	
   

  
	
  CURTIS CLUFF

  
	
   

  
	
   

  
	
  CC:

  	
  STONINGTON PARTNERS

  
	
   

  	
  JUDY HATTENDORF

  
	
   

  	
  TOD LINSTROTH

  
			



 



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