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                                                                     EXHIBIT 4.1

                             MEADE INSTRUMENTS CORP.

                       NONQUALIFIED STOCK OPTION AGREEMENT


            THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT") dated as
of the 12th day of April, 2000 by and between Meade Instruments Corp., a
Delaware corporation (the "COMPANY"), and Rolf Bresser (the "OPTIONEE").

                                 R E C I T A L S

            WHEREAS, the Company has granted to the Optionee, effective as of
the 12th day of April, 2000 (the "GRANT DATE"), a nonqualified stock option to
purchase all or any part of 130,000 shares of the Company's common stock, par
value $0.01 per share (the "COMMON STOCK"), subject to and upon the terms and
conditions set forth herein;

            NOW, THEREFORE, in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

1.      GRANT OF OPTION. This Agreement evidences the Company's grant to the
        Optionee of the right and option to purchase, subject to and on the
        terms and conditions set forth herein, all or any part of 130,000 shares
        of the Company's Common Stock (the "SHARES") at the price of $56.50 per
        Share (the "OPTION"), exercisable from time to time, subject to the
        provisions of this Agreement, prior to the close of business on the day
        before the tenth anniversary of the Grant Date (the "EXPIRATION DATE"),
        unless earlier terminated pursuant to Section 9. Such price equals the
        fair market value of the Common Stock as of the Grant Date.

2.      EXERCISABILITY OF OPTION. The Option shall first become and remain
        exercisable as to 1/4 of the shares on the first anniversary of the
        Grant Date and as to an additional 1/36 of the shares on and after the
        last day of each succeeding calendar month until all remaining Options
        have become exercisable. If the Optionee does not in any year purchase
        all or any part of the Shares to which the Optionee is entitled, the
        Optionee has the right cumulatively thereafter to purchase any Shares
        not so purchased and such right shall continue until the Option
        terminates or expires. The Option shall only be exercisable in respect
        of whole Shares, and fractional Share interests shall be disregarded.
        The Option may only be exercised as to at least one-hundred (100) Shares
        unless the number purchased is the total number at the time available
        for purchase under the Option.

3.      METHOD OF EXERCISE OF OPTION. The Option shall be exercisable by the
        delivery to the Secretary of the Company of a written notice stating the
        number of Shares to be purchased pursuant to the Option and accompanied
        by (i) delivery of an executed EXERCISE AGREEMENT in the form attached
        hereto as EXHIBIT A, (ii) payment of the full purchase price of the
        Shares to be purchased, and (iii) payment in full of any tax withholding
        obligation under federal, state or local law. Payment shall be made in
        one or a combination of the following methods: (i) in cash or by
        electronic funds transfer; (ii) by check payable to the order of the
        Company; (iii) if authorized by the Board of Directors (the "BOARD"), by
        a promissory note of the Optionee upon the terms and conditions approved
        by the Board; (iv) by notice and third party payment in such manner as
        may be authorized by the Board; or (v) by the delivery of shares of
        Common Stock of the Company already owned by the Optionee, provided,
        however, that the Board may in its absolute discretion limit the
        Optionee's ability to exercise the Option by delivering such shares, and
        provided further that any shares delivered which were initially acquired
        upon exercise of a stock option must have been owned by


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        the Optionee at least six months as of the date of delivery. Shares of
        Common Stock used to satisfy the exercise price of the Option shall be
        valued at their fair market value on the date of exercise.

4.      TAX WITHHOLDING.

        4.1. CASH OR SHARES. Upon any exercise of the Option, the Company shall
        have the right at its option to (i) require the Optionee (or personal
        representative or beneficiary, as the case may be) to pay or provide for
        payment of the amount of any taxes which the Company may be required to
        withhold with respect to the Option or (ii) deduct from any amount
        payable in cash the amount of any taxes which the Company may be
        required to withhold with respect to such cash payment. In any case
        where a tax is required to be withheld in connection with the delivery
        of shares of Common Stock, the Board may in its sole discretion grant to
        the Optionee the right to elect, pursuant to such rules and subject to
        such conditions as the Board may establish, to have the Company reduce
        the number of shares to be delivered by (or otherwise reacquire) the
        appropriate number of shares valued at their then fair market value to
        satisfy such withholding obligation.

        4.2. TAX LOANS. The Company may, in its discretion and to the extent
        permitted by law, authorize a loan to the Optionee in the amount of any
        taxes which the Company may be required to withhold with respect to
        shares of Common Stock received (or disposed of, as the case may be)
        pursuant to a transaction described in Section 4.1. Such a loan shall be
        for a term, at a rate of interest and pursuant to such other terms and
        conditions as the Company, under applicable law may establish.

5.      OPTION REPRICING/CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS. The
        Board from time to time may authorize, generally or in specific cases
        only, for the benefit of the Optionee any adjustment in the number of
        shares subject to, the restrictions upon or the term, exercise or
        purchase price or vesting schedule of the Option by cancellation of the
        Option and a subsequent regranting of the Option, by amendment, by
        substitution of the Option, by waiver or by other legally valid means.
        Such amendment or other action may result among other changes in an
        exercise or purchase price which is higher or lower than the exercise or
        purchase price of the original or prior Option, provide for a greater or
        lesser number of shares subject to the Option, or provide for a longer
        or shorter vesting or exercise period.

6.      RESTRICTIONS ON SHARES. The Certificate of Incorporation and Bylaws of
        the Company, as either of them may be amended from time to time, may
        provide for restrictions with respect to the Common Stock. To the extent
        that these restrictions and limitations are greater than those set forth
        in this Agreement, such restrictions and limitations shall apply to any
        securities acquired upon exercise of the Option and are incorporated
        herein by this reference.

7.      NO TRANSFERABILITY; LIMITED EXCEPTION TO TRANSFER RESTRICTIONS.

        7.1. LIMIT ON EXERCISE AND TRANSFER. Unless otherwise expressly provided
        in (or pursuant to) this Section 7 or by applicable law (i) the Option
        is non-transferable and shall not be subject in any manner to sale,
        transfer, anticipation, alienation, assignment, pledge, encumbrance or
        charge; the Option shall be exercised only by the Optionee; and (ii)
        amounts payable or shares issuable pursuant to the Option shall be
        delivered only to (or for the account of) the Optionee.

        7.2. EXCEPTIONS. The Board may permit the Option to be exercised by and
        paid only to certain persons or entities related to the Optionee,
        including but not limited to members of the Optionee's family,
        charitable institutions, or trusts or other entities whose beneficiaries
        or beneficial owners are members of the Optionee's family and/or
        charitable institutions, or to such other persons or entities as may be
        approved by the Board, pursuant to such conditions and procedures as the
        Board may establish. Any permitted transfer shall be subject to the
        condition that the Board receive evidence satisfactory to it that the
        transfer is being made for estate and/or tax planning purposes on a
        gratuitous or donative basis and without consideration (other than
        nominal consideration).


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        7.3. FURTHER EXCEPTIONS TO LIMITS ON TRANSFER. The exercise and transfer
        restrictions in this Section 7 shall not apply to:

            (i)   transfers to the Company,

            (ii)  the designation of a beneficiary to receive benefits in the
                  event of the Optionee's death or, if the Optionee has died,
                  transfers to or exercise by the Optionee's beneficiary, or, in
                  the absence of a validly designated beneficiary, transfers by
                  will or the laws of descent and distribution,

            (iii) transfers pursuant to a qualified domestic relations order if
                  approved or ratified by the Board,

            (iv)  if the Optionee has suffered a disability, permitted transfers
                  or exercises on behalf of the Optionee by his or her legal
                  representative, or

            (v)   the authorization by the Board of "cashless exercise"
                  procedures with third parties who provide financing for the
                  purpose of (or who otherwise facilitate) the exercise of the
                  Option consistent with applicable laws and the express
                  authorization of the Board.

8.      NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall confer
        upon the Optionee any right to continue in the employ or other service
        of the Company or any of its subsidiaries, nor constitute any contract
        or agreement of employment or other service, nor shall interfere in any
        way with the right of the Company to change the Optionee's compensation
        or other benefits or to terminate the employment of the Optionee, with
        or without cause; provided, however, that nothing contained in this
        Agreement shall adversely affect any independent contractual right of
        the Optionee without his or her consent thereto.

9.      ADJUSTMENT AND TERMINATION UPON CERTAIN EVENTS.

        9.1. ADJUSTMENTS. If there shall occur any extraordinary dividend or
        other extraordinary distribution in respect of the Common Stock (whether
        in the form of cash, Common Stock, other securities, or other property),
        or any reclassification, recapitalization, stock split (including a
        stock split in the form of a stock dividend), reverse stock split,
        reorganization, merger, combination, consolidation, split-up, spin-off,
        combination, repurchase, or exchange of Common Stock or other securities
        of the Company, or there shall occur any similar, unusual or
        extraordinary corporate transaction or event in respect of the Common
        Stock or a sale of substantially all the assets of the Company as an
        entirety, then the Board shall, in such manner and to such extent (if
        any) as it deems appropriate and equitable (1) proportionately adjust
        any or all of (a) the number and type of shares of Common Stock (or
        other securities) which thereafter may be made the subject of the
        Option, (b) the number, amount and type of shares of Common Stock (or
        other securities or property) subject to the Option, (c) the grant,
        purchase, or exercise price of the Option, (d) the securities, cash or
        other property deliverable upon exercise of the Option, or (e) the
        performance standards appropriate to the Option, or (2) in the case of
        an extraordinary dividend or other distribution, recapitalization,
        reclassification, merger, reorganization, consolidation, combination,
        sale of assets, split up, exchange, or spin off, make provision for a
        cash payment or for the substitution or exchange of the Option or the
        cash, securities or property deliverable to the Optionee based upon the
        distribution or consideration payable to holders of the Common Stock of
        the Company upon or in respect of such event. In any of such events, the
        Board may take such action sufficiently prior to such event if necessary
        to permit the Optionee to realize the benefits intended to be conveyed
        with respect to the underlying shares in the same manner as is available
        to stockholders generally.

        9.2. ACCELERATION OF AWARDS UPON CHANGE IN CONTROL. Unless the Board
        determines, prior to the occurrence of any of the following (each of
        which shall be hereafter referred to as a "Change in Control Event"):

            (i)   Approval by the stockholders of the Company of the dissolution
                  or liquidation of the Company;

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            (ii)  Approval by the stockholders of the Company of an agreement to
                  merge or consolidate, or otherwise reorganize, with or into
                  one or more entities that are not subsidiaries or other
                  affiliates, as a result of which less than 50% of the
                  outstanding voting securities of the surviving or resulting
                  entity immediately after the reorganization are, or will be,
                  owned, directly or indirectly, by stockholders of the Company
                  immediately before such reorganization (assuming for purposes
                  of such determination that there is no change in the record
                  ownership of the Company's securities from the record date for
                  such approval until such reorganization and that such record
                  owners hold no securities of the other parties to such
                  reorganization, but including in such determination any
                  securities of the other parties to such reorganization held by
                  affiliates of the Company);

            (iii) Approval by the stockholders of the Company of the sale of
                  substantially all of the Company's business and/or assets to a
                  person or entity which is not a subsidiary or other affiliate;

            (iv)  Any `person' (as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, as amended from time
                  to time (the "EXCHANGE ACT") but excluding any person
                  described in and satisfying the conditions of Rule 13d-1(b)(1)
                  thereunder) becomes the beneficial owner (as defined in Rule
                  13d-3 under the Exchange Act), directly or indirectly, of
                  securities of the Company representing 30% or more of the
                  combined voting power of the Company's then outstanding
                  securities entitled to then vote generally in the election of
                  directors of the Company; or

            (v)   During any period not longer than two consecutive years,
                  individuals who at the beginning of such period constituted
                  the Board cease to constitute at least a majority thereof,
                  unless the election, or the nomination for election by the
                  Company's stockholders, of each new Board member was approved
                  by a vote of at least three-fourths of the Board members then
                  still in office who were Board members at the beginning of
                  such period (including for these purposes, new members whose
                  election or nomination was so approved),

that, upon the occurrence of a Change in Control Event, there shall be no
acceleration of benefits under the Option or determines that only certain or
limited benefits under the Option shall be accelerated and the extent to which
they shall be accelerated, and/or establishes a different time in respect of
such Change in Control Event for such acceleration, then upon the occurrence of
a Change in Control Event the Option shall become immediately exercisable. The
Board may override the limitations on acceleration in this Section 9.2 and may
accord the Optionee a right to refuse any acceleration, in such circumstances as
the Board may approve. Any acceleration of the Option shall comply with
applicable regulatory requirements, including, without limitation, Section 422
of the Internal Revenue Code of 1986, as amended from time to time (the "CODE").

        9.3. POSSIBLE EARLY TERMINATION OF ACCELERATED AWARDS. If the Option has
        been fully accelerated as permitted by Section 9.2 but is not exercised
        prior to (i) a dissolution of the Company, or (ii) an event described in
        Section 9.2 that the Company does not survive, or (iii) the consummation
        of an event described in Section 9.2 that results in a change of control
        approved by the Board, the Option shall thereupon terminate, subject to
        any provision that has been expressly made by the Board for the
        survival, substitution, exchange or other settlement of the Option.

        9.4. EFFECT OF TERMINATION OF EMPLOYMENT.

               (a) Resignation or Dismissal. If the Optionee's employment by the
        Company or any of its subsidiaries terminates for any reason (the date
        of such termination being referred to as the "SEVERANCE DATE") other
        than retirement, a "permanent and total disability" within the meaning
        of Section 22(e)(3) of the Code and such other disabilities,
        infirmities, afflictions or conditions as the Board by rule may include
        ("TOTAL DISABILITY") or death, or "for cause" (as determined in the
        discretion of the Board), the Optionee shall have, subject to earlier
        termination pursuant to or as contemplated by Section 1 or 9.2 hereof,
        three


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        months after the Severance Date to exercise the Option to the extent it
        shall have become exercisable on the Severance Date. In the case of a
        termination "for cause", the Option shall terminate on the Severance
        Date. In other cases, the Option, to the extent not exercisable on the
        Severance Date, shall terminate.

               (b) Death or Disability. If the Optionee's employment by the
        Company or any of its subsidiaries terminates as a result of Total
        Disability or death, the Optionee, the Optionee's personal
        representative or his or her beneficiary, as the case may be, shall
        have, subject to earlier termination pursuant to or as contemplated by
        Section 1 or 9.2 hereof, until 12 months after the Severance Date to
        exercise the Option to the extent it shall have become exercisable by
        the Severance Date. The Option to the extent not exercisable on the
        Severance Date shall terminate.

               (c) Retirement. If the Optionee's employment by the Company or
        any of its subsidiaries terminates as a result of retirement with the
        consent of the Company or from active service as an employee or officer
        of the Company on or after attaining age 55 with 10 or more years of
        service or after age 65, the Optionee, the Optionee's personal
        representative or his or her beneficiary, as the case may be, shall
        have, subject to earlier termination pursuant to or as contemplated by
        Section 1 or 9.2 hereof, until 12 months after the Severance Date to
        exercise the Option to the extent it shall have become exercisable by
        the Severance Date. The Option, to the extent not exercisable on the
        Severance Date, shall terminate.

               (d) Board Discretion. Notwithstanding the foregoing provisions of
        this Section 9.4, in the event, or in anticipation, of a termination of
        employment with the Company or any of its subsidiaries for any reason,
        other than discharge for cause, the Board may, in its discretion,
        increase the portion of the Option available to the Optionee, or the
        Optionee's beneficiary or personal representative, as the case may be,
        or, subject to the provisions of Section 1 hereof, extend the
        exercisability period upon such terms as the Board shall determine and
        expressly set forth in or by amendment to this Agreement.

        9.5. EFFECT OF CHANGE OF SUBSIDIARY STATUS. If an entity ceases to be a
        subsidiary of the Company a termination of employment and service shall
        be deemed to have occurred with respect to each employee of such
        subsidiary who does not continue as an employee of another entity within
        the Company.

10.     SHARES TO BE RESERVED. The Company shall at all times during the term of
        the Option reserve and keep available such number of shares of Common
        Stock as will be sufficient to satisfy the requirements of this
        Agreement.

11.     ASSIGNMENT. This Agreement cannot be directly or indirectly assigned or
        transferred by the Optionee in whole or in part without the prior
        written consent of the Company.

12.     NOTICES. Any notices, demands or requests of any kind whatsoever
        hereunder shall be given in writing and sent to the addresses set forth
        below or to such other address as either party may from time to time in
        writing designate. Each such notice or other communication shall be
        effective (i) if given by telecommunication, when transmitted to the
        applicable number so specified in (or pursuant to) this Section 12 and a
        verification of receipt is received, (ii) if given by mail, three days
        after such communication is deposited in the mail with first class
        postage prepaid, addressed as aforesaid or (iii) if given by any other
        means, when actually delivered at such address.

13.     WAIVER. The parties reserve the right to waive by mutual written consent
        for a specific period and under specific conditions any provision of
        this Agreement, provided that such waiver shall be limited to the period
        and conditions specified by mutual written consent and shall in no way
        constitute a general waiver, or be considered as evidence of any given
        interpretation of any provision so waived.

14.     GOVERNING LAW. This Agreement, and the legal relations between the
        parties, shall be governed by and construed in accordance with the laws
        of the State of California, without regard to conflicts of law
        doctrines. All actions or proceedings under or relating to this
        Agreement will be resolved in a state or federal court located in Orange
        County, California; provided, however, that in the Company's discretion,
        such an action may be heard in some other place designated by it if
        necessary to acquire jurisdiction over third persons so that the dispute
        can be resolved in one action. Each party hereby (i) agrees to submit to
        the jurisdiction of

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        the federal and state courts located in Orange County, California, (ii)
        agrees to appear in any such action, (iii) consents to the jurisdiction
        of such courts and (iv) waives any objections it might have as to venue
        in any such court. Service of process may be made in any action, suit or
        proceeding by mailing or delivering a copy of such process to a party at
        its address and in the manner set forth in Section 12 hereof.

15.     TITLES. Titles and paragraph headings are for reference purposes only
        and are not to be considered a part of this Agreement.

16.     SEVERABILITY. If any provision of this Agreement is held to be
        unenforceable for any reason, it shall be adjusted rather than voided,
        if possible, to achieve the intent of the parties to the extent
        possible. In any event, all other provisions of this Agreement shall be
        deemed valid and enforceable to the extent possible.

17.     ENTIRE AGREEMENT. The parties hereto acknowledge that each has read this
        Agreement, understands it, and agrees to be bound by its terms. The
        parties further agree that this Agreement and any modifications made
        pursuant to it constitute the complete and exclusive written expression
        of the terms of the agreement between the parties, and supercede all
        prior or contemporaneous proposals, oral or written, understandings,
        representations, conditions, warranties, covenants, and all other
        communications between the parties relating to the subject matter of
        this Agreement. The parties further agree that this Agreement may not in
        any way be explained or supplemented by a prior or existing course of
        dealings between the parties, by any usage of trade or custom, or by any
        prior performance between the parties pursuant to this Agreement or
        otherwise.

18.     COUNTERPARTS. This Agreement may be executed in several counterparts,
        each of which shall be deemed to be an original, but all of which shall
        constitute one and the same instrument.

19.     ATTORNEY'S FEES. In the event that any action or proceeding is brought
        in connection with this Agreement the prevailing party therein shall be
        entitled to recover its costs and reasonable attorney's fees.

20.     COMPLIANCE WITH LAWS. Notwithstanding anything else contained herein to
        the contrary, this Agreement, the granting and vesting of the Option and
        the offer, issuance and delivery of Shares under this Agreement are
        subject to compliance with all applicable federal and state laws, rules
        and regulations (including but not limited to state and federal
        securities laws and federal margin requirements) and to such approvals
        by any listing, regulatory or governmental authority as may, in the
        opinion of counsel for the Company, be necessary or advisable in
        connection therewith. Any securities delivered in respect of this
        Agreement will be subject to such restrictions, and to any restrictions
        the Company may require to preserve a pooling of interests under
        generally accepted accounting principles, and the person acquiring such
        securities will, if requested by the Company, provide such assurances
        and representations to the Company as the Company may deem necessary or
        desirable to assure compliance with all applicable legal requirements.


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            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Optionee has
hereunto set his or her hand.

                                    MEADE INSTRUMENTS CORP.,
                                    a Delaware corporation


                                    By:  /s/ Mark Peterson
                                         ---------------------------------------
                                    Name: Mark Peterson
                                          --------------------------------------
                                    Its: Vice President and General Counsel
                                         ---------------------------------------
                                    6001 Oak Canyon
                                    Irvine, CA 92618
                                    Telephone: 949-451-1450
                                    Facsimile: 949-451-1460


                                    OPTIONEE


                                    /s/ Rudolf Bresser
                                    --------------------------------------------
                                    Signature

                                      Rudolf Bresser
                                    --------------------------------------------
                                    Print Name


                                    --------------------------------------------
                                    Address

                                    --------------------------------------------


                                    --------------------------------------------
                                    Telephone


                                    --------------------------------------------
                                    Facsimile



                                      S-1
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                                CONSENT OF SPOUSE

            In consideration of the execution of the foregoing Nonqualified
Stock Option Agreement by Meade Instruments Corp., I, Gabriele Bresser, the
spouse of the Optionee herein named, do hereby agree to be bound by all of the
terms and provisions thereof.



DATED:    30.6.2000                   /s/ Gabriele Bresser
                                      ------------------------------------------
                                      Signature of Spouse