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                                                                   EXHIBIT 10.21

                        TRADEMARK DISTRIBUTION AGREEMENT


         THIS TRADEMARK DISTRIBUTION AGREEMENT ("Agreement") is entered into and
effective as of this ____ day of _____________, 199_, by and between Meade
Instruments Corporation ("Meade"), a California corporation having a place of
business at 16542 Millikan Avenue, Irvine, California 92714 U.S.A., and
________________________________________________________________________________
________________________________________________________________________________
("Distributor"), with reference to the following facts:

                                 R E C I T A L S

         A.  Meade has used for many years the trademarks MEADE and M logo and
the combination thereof, as shown on Exhibit A hereto, and has developed certain
intellectual property rights in connection therewith (all such trademarks, trade
names and intellectual property rights, taken either individually or
collectively, hereinafter referred as the "Trademarks"). Meade manufactures and
sells, and licenses others to manufacture and sell incorporating the Trademarks
(hereinafter the "Products").

         B.  Distributor believes that it possesses the facilities and ability 
to promote the sale of the Products and desires to sell the Products in the
territory hereinafter described.

         C.  Meade desires to have Distributor promote and sell the Products in
such territory on the terms and conditions set forth herein.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.       DISTRIBUTORSHIP

         1.1 Appointment: Meade hereby appoints Distributor as its 
distributor for the promotion and sale of the Products to retailers and/or end
users within the following territory:            (hereinafter the "Territory").
During the term of this Agreement, Meade shall not appoint any other or 
different person, firm or corporation to sell the Products in the Territory.

         1.2 Acceptance: Distributor accepts the foregoing appointment to
promote and to sell the Products within the Territory and agrees to make all
sales hereunder in accordance with this Agreement.

         1.3 Term: The term of this Agreement and Distributor's appointment
hereunder shall commence on the effective date above and shall continue
indefinitely unless and until the Agreement is terminated pursuant to Paragraph
3.1 or 3.2 herein.


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         1.4 Sales outside the Territory: Distributor shall not actively solicit
orders for the Products outside the Territory, nor establish or maintain any
branch or distribution depot outside the Territory for the Products, without the
express prior written consent of Meade.

         1.5 Selling Rights Reserved: Meade reserves the right to sell the
Products, either directly, or through its licensees or other distributors,
throughout the rest of the world, except the Territory.

2.       OPERATIONS

         2.1 Orders: All orders Meade receives for the Products from Distributor
are subject to acceptance by Meade. Meade will use its best efforts to fill
accepted orders as promptly as practicable, subject, however, to delays caused
by acts or omissions of Distributor, government orders or requirements,
transportation conditions, labor or material, shortages, strikes, riots, fires,
or any other cause beyond Meade's control. In all cases, Meade will use its best
efforts to advise Distributor in advance of any inability to make full and
timely delivery of any of the Products which Distributor has ordered.

         2.2 Prices: The prices to be paid to Meade for the Products shall be
the distributor price for the Products in effect at the time of receipt by Meade
of the order therefor. Meade may change its wholesale prices at any time without
notice, but Meade shall attempt to notify Distributor of any such changes as far
as possible in advance of the effective date thereof.

         2.3 Payment for Products: Distributor shall pay the price for the
Products purchased by it prior to shipment in cash or by other instruments
acceptable to Meade.

         2.4 Delivery Date: Meade shall arrange for transportation of the
Products to Distributor as hereinbelow provided in such manner 'as is reasonably
calculated to provide delivery of the Products to Distributor on or about the
delivery date specified in the order therefor. The delivery date shall
automatically be extended hereunder for any period resulting from causes beyond
Meade's control or without Meade's fault or negligence. Delays in delivery shall
not be a breach of this Agreement provided the Products are delivered within a
reasonable time after the delivery date. In all events, Meade shall not be
liable in damages for delays or defaults in deliveries. Distributor's sole and
exclusive remedy for unreasonable delays in delivery shall be its right to
cancel the order therefor.

         2.5 Shipment: Meade will arrange for the shipment of Products from
Meade's warehouse in Irvine, California to the Distributor at the destination
address shown in the order therefor, via a carrier of the Distributor's choice.
The


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Products will be shipped under a straight bill of lading naming Distributor as
Consignee to be sent to Distributor at said destination address. The Products
shall be packaged or containerized, and the terms of shipment shall be as Meade
shall elect. The Products shall be shipped F.O.B. warehouse Irvine, it being
specifically agreed that Distributor shall pay all costs of shipment, and that
the risk of loss of the Products shall pass to Distributor as soon as the
carrier has received the Products from Meade's warehouse.

         2.6 Taxes: To the extent that the sales price does not include any
federal, state, foreign or local sales, use, property or other taxes or charges,
of whatever type whatsoever, that may be levied or assessed by reason of the
sale or purchase of the Products and any interest therein or by reason of the
possession by Meade of the Products and any interest therein prior to
consummation of the sale thereof, any such tax or charge shall be the liability
of, and shall be paid by Distributor, and if Meade is charged with the
collection or payment thereof, the amount of said tax or charge shall be added
to the sales price of the Products and paid by Distributor.

         2.7 Efforts, Facilities and Personnel: Distributor will use its best
efforts to promote demand for and sale of the Products within the Territory and
will maintain adequate facilities and sales, service, and repair personnel for
such purposes. Distributor agrees that it shall not engage, participate or
otherwise become involved in any activity or course of action that, in Meade's
sole determination, diminishes and/or tarnishes the image and/or reputation of
the Trademarks. In order to maintain the image and reputation of the Trademarks,
Distributor further agrees to abide by the policies and procedures established
by Meade from time to time, in its sole discretion, regarding, without
limitation, trademark usage and notices, advertising, promotion activities and
media relations. Distributor shall at all times comply with all local, state,
federal and foreign laws, ordinances and regulations governing the importation,
exportation, sale and distribution of the Products.

         2.8 Place of Business, Show Room and Service Department: Distributor
shall maintain at all times a place of business and show room satisfactory to
Meade and Meade shall have the right at all reasonable times during business
hours to inspect such place of business and show room.

         2.9 No Right to Use Name: Distributor may not use the name Meade, or
any of the other Trademarks, in any sign, store name, trading style or dba.
Distributor shall not form or register any company or business whose name
includes the Meade name. However, Distributor may use the Meade name or other
Trademarks in advertising or promotional materials during the continuance of
this Agreement; provided, however, that prior to such use by


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Distributor, Distributor shall have obtained the written approval from Meade
regarding the form of such usage, which form shall identify the Distributor, and
comply with clause 5.2 below. In case of termination of this Agreement or, at
any time upon request of Meade, Distributor shall discontinue use of such name
in any advertising or promotional materials and thereafter shall not use the
Meade name or Trademarks directly or indirectly in connection with its business,
nor use any other name, title, or expression so nearly resembling it as would be
likely to lead to confusion or uncertainty or to deceive the public.

         2.10 Currency: All payments made pursuant to this Agreement and all
calculations of amounts under this Agreement shall be in U.S. dollars.

         2.11 No Competition: During the term of this Agreement, Distributor
shall not market, distribute, sell or otherwise represent any other goods within
the Territory which compete with the Products or which Meade reasonably
determines, in its sole discretion, to be likely to conflict with Distributor's
obligation to use its best efforts to represent and sell Products within the
Territory. Distributor further agrees not to engage in any other business
activity which would be competitive with Meade without obtaining the prior
written consent of Meade.

         2.12 Non-Transferability of Rights: Distributor shall not grant,
assign, sublicense or otherwise convey or transfer any rights inuring to
Distributor or any obligation or duties owed by Distributor to Meade under this
Agreement, without the prior written consent of Meade. Meade, however, may
assign or transfer any and/or all of its rights or obligations under this
Agreement without prior notice to, or approval of, Distributor.

         2.13 Indemnification: Distributor shall indemnify, defend and hold
Meade and its respective directors, officers, agents and employees harmless from
any and all liabilities, claims, obligations, suits, judgments and expenses
whatsoever, including court costs and attorneys' fees, which Meade may incur or
which may be asserted against Meade, and which arise or occur with respect to
the operation of Distributor's business as it relates to this Agreement. Such
indemnity shall extend to all Products and all advertising and promotional
materials and activities related thereto, notwithstanding Meade's approval of
advertising and promotional materials and activities, and to any and all
liabilities and claims incurred after the termination of this Agreement but
which are based on acts or events which proximate cause arose during this
Agreement. Meade shall have the right to defend any such action or proceeding
with attorneys of its own selection.

         2.14 Returns; Disclaimer of Warranties: Distributor may return or
exchange only those Products which are damaged or defective prior to delivery.
Distributor may ship such damaged


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or defective Products back to Meade for replacement or credit, as determined by
Meade, in its sole discretion. If Distributor ships such damaged or defective
Products back to Meade or an entity authorized by Meade, all shipping costs and
any and all expenses related thereto shall be borne solely by Distributor unless
otherwise authorized by Meade. In no event shall Meade's liability for damaged
or defective Products exceed the purchase price of such damaged or defective
Products. Notwithstanding the foregoing, Distributor acknowledges and agrees
that Meade shall not be obligated to accept the return of any Products, exchange
any Products or otherwise credit Distributor for any Products, and that Meade's
decision with respect thereto shall be in Meade's sole discretion and shall be
final and binding.

         EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE PRODUCTS ARE
PROVIDED "AS IS" WITHOUT ANY FURTHER WARRANTY OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. MEADE ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE
PART OF MEADE FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES (EVEN IF MEADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THE SALE OF THE PRODUCTS.

3.       TERMINATION

         3.1 Termination by Meade for Cause: Meade may terminate this Agreement
at any time for cause reasonably deemed by Meade to justify such termination,
and by giving Distributor six (6) months notice.

         3.2 Termination by Either Without Cause: Either party may terminate
this Agreement at any time without cause by giving the other party six (6)
months written notice of termination.

         3.3 Applicability of Terms After Termination: In the event of
termination, this Agreement shall remain applicable to any orders for the
Products which Distributor has previously placed and, so long as Distributor is
indebted or otherwise obligated to Meade.

         3.4 Effect of Termination: In the event of the termination of this
Agreement by either party for any reason, Distributor shall immediately:

             (a)      cease the sale and distribution of the Products,
         except in accordance with this Section 3;

             (b)      cease all use of the Trademarks;

             (c)      delete any reference to the Trademarks and Meade
         from any and all advertising, promotional and directory


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         materials, including all references to having previously
         been a distributor of Meade; and

             (c)      send to Meade an inventory of any Products in
         Distributor's possession.

         3.5 Repurchase of Products on Termination: Meade may, at its option,
repurchase from Distributor at the net price paid by Distributor to Meade, plus
actual freight on the shipment thereof by Meade, any such Products. On demand,
Distributor shall deliver such Products to Meade forthwith, and Meade shall pay
the repurchase price therefor within ten (10) days of the receipt by it of
shipment. Meade reserves the right to reject any Product not in first-class
condition.

4.       OWNERSHIP OF THE TRADEMARKS

         4.1 Ownership by Meade: Distributor acknowledges that the Trademarks
are owned solely by Meade, and any use by Distributor of such Trademarks shall
inure only to the benefit of Meade. Distributor agrees to assign, and does
hereby assign to Meade any and all right, title and interest which it has
obtained, or may obtain, in the Trademarks. Distributor agrees that it will not
seek or obtain any registration of the Trademarks in any name or participate
directly or indirectly in such registration without Meade's prior written
consent.

         4.2 No Warranty: Distributor acknowledges that it is often difficult,
particularly in foreign countries, to obtain clear, registered title to
trademarks and other intellectual property rights. Accordingly, Distributor
agrees that the rights granted herein exist only to the extent that Meade owns
such rights, and no warranty, express or implied, is made with respect thereto
or with respect to the rights of any third parties that may conflict with the
rights granted herein. Furthermore, Meade, at its sole discretion, shall have
the right, but not the obligation, to seek registrations for the Trademarks as
it deems necessary.

         4.3 Appointment of Attorney-in-Fact: Distributor hereby irrevocably
appoints Meade as its attorney-in-fact for the limited purpose of executing any
and all documents and performing any and all acts necessary to give effect and
legality to the provisions of section 4 of this Agreement.

5.       USE, DISPLAY AND PROTECTION OF THE TRADEMARKS

         5.1 Use of the Trademarks: Distributor agrees to use the Trademarks in
a commercially acceptable and reasonable manner and style, as determined by
Meade, in its sole discretion, to protect and enhance the image and reputation
of Meade and the Trademarks.

         5.2 Trademark Notice: All Products distributed or sold by Distributor,
and all advertising and promotional materials shall


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state that the Trademarks are owned by Meade Instruments Corporation of Irvine,
California. Distributor agrees to use the following form of such notice, or its
equivalent in the appropriate foreign language, which Meade may change from time
to time, in its sole discretion:

                     MEADE and the M Logo are trademarks of
                          Meade Instruments Corporation
                        (R) U.S.A. and Selected Countries
                     (C) 19 _ Meade Instruments Corporation
                              All Rights Reserved.

         5.3 No Infringing Use: Distributor shall not have the right to use the
Trademarks in any manner that conflicts with the rights of any third party. If,
in Meade's sole determination, the use of the Trademarks on any or all of the
Products infringes the rights of any third party, or weakens or impairs Meade's
rights in the Trademarks, then Distributor agrees to immediately terminate or
modify such use in accordance with Meade's instructions, and Distributor shall
have no right of damages, offset or termination in connection with this
Agreement. In the event Distributor fails to terminate or modify such use as
directed by Meade, Meade may, in its sole discretion, terminate this Agreement
in accordance with paragraph 3 hereof.

6.       LEGAL ACTIONS

         Distributor agrees to cooperate with and assist Meade in protecting and
defending the Trademarks, and shall promptly notify Meade in writing of any
infringements, claims or actions by others in derogation of the Trademarks;
provided, however, that Meade shall have the sole right to determine whether any
action shall be taken on account of such infringements, claims or actions.

7.       INTERPRETATION AND ENFORCEMENT

         7.1 Notices: Any notice, request, demand or other communication
required or permitted hereunder shall be deemed to be properly given when
personally delivered or when deposited in the United States mail, postage
prepaid, or when deposited with a public telegraph company for transmittal,
charges prepaid, addressed:

             (a)      In the ease of Meade, to _________________________________
________________________________________________________________________________
_______________________________________________________________________________,
or to such other person or address as Meade may from time to time provide to
Distributor.

             (b)      In the case of Distributor, to____________________________
________________________________________________________________________________
_______________________________________________________________________________,


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or to such other person or address as Distributor may from time to time furnish
to Meade.

         7.2 Distributor Not Agent or Legal Representative: This Agreement does
not constitute Distributor the agent or legal representative of Meade for any
purpose whatsoever. Distributor is not granted any right or authority to assume
or to create any obligation or responsibility, express or implied, in behalf of
or in the name of Meade or to bind Meade in any manner. In this connection, it
is expressly understood that Distributor shall have no right or authority, and
shall not attempt to modify in any manner the specific terms or conditions of
any product warranty (or any disclaimer thereof) applicable to any Products
pursuant to the announced policy of Meade in effect from time to time. Further,
the parties acknowledge and agree that this Agreement is strictly a distribution
agreement and does not constitute, and shall not be construed as, an
intellectual property rights license agreement or a manufacturer's agreement.

         7.3 Completeness: This Agreement contains all of the
agreements,understandings,representations,conditions, warranties and covenants
made between the parties hereto. All modifications and amendments hereto must be
in writing.

         7.4 Assignment: This Agreement constitutes a personal contract and
Distributor shall not transfer or assign the Agreement or any part thereof
without written consent of Meade.

         7.5 No Implied Waivers: The failure of either party at any time to
require performance by the other party of any provision hereof shall not affect
in any way the full right to require such performance at any time thereafter.
The waiver by either party of a breach of any provision hereof shall not be
construed or held to be a waiver of the provision itself.

         7.6 Governing Law: This Agreement shall be governed by, and construed
in accordance with, the laws of the State of California. It is further agreed
that this Agreement is deemed to be consummated in the State of California,
U.S.A. and the forum for any dispute shall be the Federal Courts located in the
State of California whose jurisdiction is the County of Orange, or the Superior
Court of California for the County of Orange, whichever is appropriate.

         7.7 Attorneys' Fees: In any action or proceeding between the parties
hereto with respect to any of the terms or provisions of this Agreement, the
prevailing party shall be entitled, in addition to other relief, to its
reasonable costs and expenses, not limited to taxable costs, and to reasonable
attorneys' fees.

         7.8 Severability: Should any party of this Agreement for any reason be
declared invalid, such decision shall not affect the validity of any remaining
portion, which remaining portion shall


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remain in force and effect as if this Agreement had been executed with the
invalid portion thereof eliminated, as it is hereby declared the intention of
the parties hereto that they would have executed the remaining portion of the
Agreement without putting therein any such part, or parts, or portions which
may, for any reason, be hereafter declared invalid.

8.       ADDITIONAL TERMS AND CONDITIONS















         IN WITNESS WHEREOF, the parties have executed this Trademark
Distribution Agreement the day and year first hereinabove mentioned.


"Meade"


By:______________________________

Name (printed) and Title:____________________________________


"Distributor"


By:______________________________

Name (printed) and Title:____________________________________


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                                    EXHIBIT A



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