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                                                                 EXHIBIT 10.24

                          SECOND AMENDMENT AND CONSENT
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT




This Second Amendment and Consent dated as of January 10, 2001 Amendment")
amends that certain Credit Agreement ("Agreement") by and between IMPERIAL
BANK ("Bank") and OBAGI MEDICAL PRODUCTS, INC. ("Borrower") dated as of
March 22, 2000, and provides the Bank's consent to as certain transaction as
follows:

1.    As required by Section 5.01 of the Agreement, Borrower has requested
      Bank's permission for a majority ownership in Borrower to be transferred
      from Mandarin Partners, LLC, to members including Stonington Capital
      Appreciation 1994 Fund, L.P., Peter P. Tong, Tong Family Limited
      Partnership, Ian G. Walker, and Noel Urben (collectively the "Members"),
      pursuant to that certain Mandarin Partners LLC Unanimous Written Consent
      of Management Committee dated January 10, 2001. Bank hereby consents to
      this request, provided that pursuant to this transaction, no shares are
      repurchased by Borrower and no other cash payment is made by Borrower to
      the Members.

2.    Section 5.01 of the Agreement is amended in its entirety to read as
      follows:

      "TYPE OF BUSINESS; MANAGEMENT; CHANGE IN CONTROL. Make any substantial
      change in the character of its business, or permit Stonington Capital
      Appreciation 1994 Fund, L.P., Peter P. Tong, Tong Family Limited
      Partnership, Ian G. Walker, and Noel Urben (collectively the "Members")
      to collectively own less than a majority interest in Borrower."

3.    The Agreement, as amended hereby, shall be and remain in full force and
      effect in accordance with its respective terms and hereby is ratified and
      confirmed in all respects. Except as expressly set forth herein, the
      execution, delivery, and performance of this Amendment shall not operate
      as a waiver of, or as an amendment of, any right, power, or remedy of Bank
      under the Agreement, as in effect prior to the date hereof. Borrower
      ratifies and reaffirms the continuing effectiveness of all promissory
      notes, guaranties, security agreements, mortgages, deeds of trust,
      environmental agreements, and all other instruments, documents and
      agreements entered into in connection with the Agreement.

4.    Unless otherwise defined, all initially capitalized terms in this
      Amendment shall be as defined in the Agreement.

5.    This Amendment may be executed in two or more counterparts, each of which
      shall be deemed an original, but all of which together shall constitute
      one instrument.


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      IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

IMPERIAL BANK                                     OBAGI MEDICAL PRODUCTS, INC.
("BANK")                                          ("BORROWER")


By:  ___________________________________          By:  ________________________
     Clinton E. Anderson, Vice President



                                                  By:  ________________________