**Exhibit 10.91**

**ELEVENTH AMENDMENT TO**

**AMENDEDAND RESTATED CREDIT AGREEMENT**

**This ELEVENTH AMENDMENT TO AMENDEDAND RESTATED CREDIT AGREEMENT (this “**Amendment”) is dated as of May 31, 2007 (the “Amendment Closing Date”) and entered into by and among BANK OF AMERICA, N.A., as lender (the “Lender”), with offices at 55 South Lake Avenue, Suite 900, Pasadena,California 91101, and MEADE INSTRUMENTS CORP., a Delaware corporation, SIMMONSOUTDOOR CORP., a Delaware corporation, and CORONADO INSTRUMENTS, INC., a Californiacorporation (such entities being referred to hereinafter each individually as a“Borrower” and collectively, the “Borrowers”).

WHEREAS, the Lender and the Borrowers have enteredinto that certain Amended and Restated Credit Agreement dated as of October 25,2002 (as amended, restated or modified from time to time, the “**Agreement**”);

WHEREAS, the Borrowers have informed the Lender thata violation may occur as of the four consecutive fiscal quarters ended February28, 2007, of the Minimum EBITDA covenant set forth in Section 7.23 ofthe Agreement (the “**Prospective CovenantViolation**”), which Prospective Covenant Violation would constitutean Event of Default under the Agreement; and

WHEREAS, the Borrowers have requested that theLender amend the Agreement to prevent the Prospective Covenant Violation frombecoming an Event of Default and to further amend the Agreement in certainother respects and the Lender has agreed to such amendments pursuant to theterms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutualconditions and agreements set forth in the Agreement and this Amendment, andother valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties, intending to be legally bound, hereby agree asfollows:

# **ARTICLE I**

# **Definitions**

## Section1.01.          Definitions.  Initially capitalized terms used but notdefined in this Amendment have the respective meanings set forth in theAgreement, as amended hereby.

# **ARTICLE II**

**Amendments**

## Section2.01.          Amended Definitions.  The following definitions set forth in AnnexA to the Agreement are hereby amended and restated in their entirety to read asfollows:

## “Applicable Margin” means:

### (a)           with respect to Base Rate Revolving Loans and all other Obligations(other than LIBOR Loans), 1.00%; and

### (b)           withrespect to LIBOR Loans, 3.25%;

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## in each case subject to adjustment, beginning withthe receipt by the Lender of the Financial Statements for November 2007, andthereafter from time to time, to the applicable percentage corresponding to theFixed Charge Coverage Ratio for the immediately preceding four fiscal quartersof the Borrowers, as set forth below, respectively:

|             | ** ** | **Rolling Four Quarter Fixed   Charge Coverage Ratio** | ** ** | **Base Rate   Loans** | ** ** | **LIBOR Loans** | ** ** |
|-------------|------------|--------------------------------------------------------------------------------------|------------|---------------------------------|------------|----------------------|------------|
| ** **  | ** ** | ** **                                                                           | ** ** | ** **                      | ** ** | ** **           | ** ** |
| **Level 1** |       | Greater than 1.75 to 1.0                                                             |       | 0.00                            | %          | 2.00                 | %          |
| ** **  |       |                                                                                 |       |                            |       |                 |       |
| **Level 2** |       | Equal to or less than 1.75 to 1.0,   but greater than 1.5 to 1.0                     |       | 0.00                            | %          | 2.25                 | %          |
| ** **  |       |                                                                                 |       |                            |       |                 |       |
| **Level 3** |       | Equal to or less than 1.5 to 1.0,   but greater than 1.2 to 1.0                      |       | 0.25                            | %          | 2.50                 | %          |
| ** **  |       |                                                                                 |       |                            |       |                 |       |
| **Level 4** |       | Equal to or less than 1.2 to 1.0,   but greater than 0.75 to 1.0                     |       | 0.50                            | %          | 2.75                 | %          |
| ** **  |       |                                                                                 |       |                            |       |                 |       |
| **Level 5** |       | Equal to or less than 0.75 to 1.0,   but greater than 0.5 to 1.0                     |       | 1.00                            | %          | 3.25                 | %          |
| ** **  |       |                                                                                 |       |                            |       |                 |       |
| **Level 6** |       | Equal to or less  than 0.5 to 1.0                                                    |       | 1.50                            | %          | 3.75                 | %          |

 

## All adjustments in the Applicable Margins shall beimplemented quarterly on a prospective basis, commencing with the first day ofthe first calendar month that occurs more than 5 days after the receipt by theLender of the quarterly unaudited or annual draft audited (as applicable)Financial Statements evidencing the need for an adjustment.  Concurrently with the delivery of allquarterly Financial Statements, Meade shall deliver to the Lender acertificate, signed by its chief financial officer, setting forth in reasonabledetail the basis for the continuance of, or any change in, the ApplicableMargins.  Failure to timely deliver suchFinancial Statements shall, in addition to any other remedy provided for inthis Agreement, result in an increase in the Applicable Margins to the highestlevel set forth in the foregoing grid, until the first day of the firstcalendar month following the delivery of those Financial Statementsdemonstrating that such an increase is not required.  If a Default or Event of Default has occurredand is continuing at the time any reduction in the Applicable Margins is to beimplemented, no reduction may occur until the first day of the first calendarmonth following the date on which such Default or Event of Default is waived inwriting by the Lender or cured (to the extent expressly permitted hereunder tobe cured and within the time frame so provided for such cure).

## In the event that any audited Financial Statementsfiled with the SEC vary from the draft or internally prepared FinancialStatements used to calculate the Applicable Margin for any period, then anyresulting change in the Applicable Margin evidenced by the audited FinancialStatements for such period shall be made retroactively to the date when theincorrect Applicable Margin was implemented. If, as a result of any restatement of or other adjustment to anyFinancial Statements or for any other reason, the Lender 

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## determines in its judgment, reasonably exercised,that (a) the Fixed Charge Coverage Ratio as calculated by Meade as of anyapplicable date was inaccurate and (b) a proper calculation of the Fixed ChargeCoverage Ratio would have resulted in different pricing for any period, then(i) if the proper calculation of the Fixed Charge Coverage Ratio would haveresulted in higher pricing for such period, the Borrowers shall automaticallyand retroactively be obligated to pay to the Lender, promptly on demand by theLender, an amount equal to the excess of the amount of interest and fees thatshould have been paid for such period over the amount of interest and feesactually paid for such period; and (ii) if the proper calculation of theFixed Charge Coverage Ratio would have resulted in lower pricing for suchperiod, the Lender shall have no obligation to repay any interest or fees tothe Borrowers or any other Person; *provided*thatif, as a result of any restatement or other event a proper calculation of theFixed Charge Coverage Ratio would have resulted in higher pricing for one ormore periods and lower pricing for one or more other periods (due to theshifting of income or expenses form one period to another period or any similarreason), then the amount payable by the Borrowers pursuant to clause (i)above shall be based upon the aggregate net excess (after taking into accountall revised higher and revised lower pricing), if any, of the amount ofinterest and fees that should have been paid for all applicable periods overthe amount of interest and fees paid for all such periods.  The retroactive adjustments set forth in thisparagraph shall not be applicable to any restatement or adjustment to anyFinancial Statements occurring one year or more following the payment in fullof all Obligations and termination of this Agreement.

## “Availability” means, at any time (a) thelesser of (i) the Maximum Revolver Amount or (ii) the Borrowing Base, minus(b) Reserves (other than Reserves deducted in the calculation of the BorrowingBase), minus (c) the Aggregate Revolver Outstandings.

## “Borrowing Base” means, at any time, anamount equal to the sum of (a) the Accounts Advance Amount, plus (b) theInventory Advance Amount, minus (c) Reserves from time to timeestablished by the Lender in its reasonable credit judgment, where:

## “Accounts Advance Amount” means, at any time, anamount equal to eighty-five percent (85%) of the Net Amount of EligibleAccounts; *provided*, *however*, that the aggregate RevolvingLoans advanced against Approved Foreign Accounts shall not exceed $2,000,000;and

## “Inventory Advance Amount” means, at any time otherthan set forth below, an amount equal to the lesser of (i) $20,000,000, or(ii) the lesser of (x) sixty percent (60%) of the Net Value of EligibleInventory owned by the Borrowers, or (y) eighty-five percent (85%) of theNet Orderly Liquidation Value of Eligible Inventory owned by the Borrowers; *provided*, *however*,that following the written request to the Lender and payment of a fully-earned,non-refundable fee of $35,000, during July through October of 2007 only, anamount equal to the lesser of (A) $20,000,000, or (B) the lesser of (i)eighty-five percent (85%) of the Net Orderly Liquidation Value of EligibleInventory owned by the Borrowers, plus $1,500,000, or (ii) ninetypercent (90%) of the Net Orderly Liquidation Value of Eligible Inventory ownedby the Borrowers.

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## “Dated Accounts” means Accounts of anyBorrower that arise from the sale of goods made between July 1st and November30th of any year that would qualify as Eligible Accounts but for 

## such Accounts having payment terms of greater than90 days; *provided*that the latestpossible payment due date for such Accounts may not be later than January 15 ofthe year immediately following the sale of goods giving rise thereto.

## “EBITDA” means, with respect to Meade and itsconsolidated Subsidiaries, for any period, (a) Adjusted Net Earnings fromOperations, plus, to the extent deducted in the determination ofAdjusted Net Earnings from Operations for such period, (b) interest expenses,(c) provision for Federal, state, local and foreign income taxes, (d)depreciation, (e) amortization, and (f) non-cash compensation costs and ESOPcontributions.

## “Maximum Revolver Amount” means $30,000,000.

## “Net Orderly Liquidation Value” means, forany particular item, the value, net of all customary costs attendant to thesale, based on an orderly liquidation sale assigned by an appraiser, who isacceptable to the Lender in its reasonable discretion; *provided* that such appraisals shall beconducted no more frequently than twice per year, so long as no Event of Defaulthas occurred and is continuing (and at any time and from time to time as theLender may require during the continuance of an Event of Default).

## “Reserves” means reserves that limit theavailability of credit hereunder, consisting of reserves against Availability,Eligible Accounts or Eligible Inventory, established by Lender from time totime in Lender’s reasonable credit judgment. Without limiting the generality of the foregoing, the following reservesshall be deemed to be a reasonable exercise of Lender’s credit judgment:(a) Bank Product Reserves; (b) a reserve for accrued, unpaid interest onthe Obligations; (c) reserves for rent at leased locations subject tostatutory or contractual landlord liens; (d) the Slow Moving Reserve; (e) theDilution Adjustment Reserve; (f) warehousemen’s or bailees’ charges; and (g)the Working Capital Reserve.

## “Stated Termination Date” means September 30,2009.

## Section2.02.          Deleted Definitions.  The following definitions are hereby deletedin their entirety from Annex A to the Agreement:  “Inventory Advance Rate” and “Special Reserve”.

## Section2.03.          Amendment to Section 1.1.  Section 1.1 of the Agreement is herebyamended and restated to read in its entirety as follows:

## “1.1         TotalFacility.  Subject to all of theterms and conditions of this Agreement, the Lender agrees to make available atotal credit facility of up to $30,000,000 (the ‘Total Facility’) to theBorrowers from time to time during the term of this Agreement.  The Total Facility shall be composed of arevolving line of credit consisting of Revolving Loans and Letters of Creditdescribed herein.”

## Section2.04.          Amendment to Section 3.2.  Section 3.2 of the Agreement is herebyamended and restated to read in its entirety as follows:

## “3.2         Terminationof Facility.  The Borrowers mayterminate this Agreement upon at least ten (10) Business Days’ notice to theLender, upon (a) the payment in full of all outstanding Revolving Loans,together with accrued interest thereon, and the cancellation and return of alloutstanding Letters of Credit, (b) the payment of the early termination fee setforth below, (c) the payment in full in cash of all reimbursable expenses andother 

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## Obligations, and (d) with respect to anyLIBOR Rate Loans prepaid, payment of the amounts due under Section 4.4, ifany.  If this Agreement is terminated forany reason at any time prior to the Stated Termination Date, the Borrowersshall pay to the Lender a fully-earned, non-refundable early termination feedetermined in accordance with the following table:

| Period During Which  Early Termination Occurs                  | ** ** | **Early Termination Fee**    |
|----------------------------------------------------------------|------------|------------------------------|
| ** **                                                     | ** ** | ** **                   |
| On or prior to May 31, 2008                                    |       | 2.00% of the  Total Facility |
|                                                           |       |                         |
| After May 31, 2008,   but on or prior to May 31, 2009          |       | 1.00% of the  Total Facility |
|                                                           |       |                         |
| After May 31, 2009,   but prior to the Stated Termination Date |       | 0.50% of the  Total Facility |

 

## Notwithstanding the foregoing, no Early TerminationFee shall be payable in the event all Loans are paid in full and all otherObligations are satisfied in full after the first Anniversary Date with debt orequity arranged, or exclusively provided, by the Bank.”

## Section2.05.          Amendment to Section 5.2.  Section 5.2(k) of the Agreement ishereby amended in its entirety and replaced to read as follows:

## “                              k.             As soon as available, semi-monthlyBorrowing Base Certificates supporting information in accordance with Section 9of the Security Agreement, delivered as follows:  (i) on or before the 20th day of each monthas of the 15th day of such month; and (ii) on or before the 10th day of eachmonth as of the last day of the prior month; *provided*,*however*, that if the AggregateRevolver Outstandings are zero, the Borrowing Base Certificate may be providedwithin ten (10) Business Days after the end of each month; *provided*, *further*,*however*, that if the BorrowingBase Certificate is delivered on a monthly basis, no Borrowings will bepermitted until a current semi-monthly Borrowing Base Certificate is providedby Meade.  Notwithstanding the forgoing,if at any time average monthly Availability is less than $5,000,000, then theBorrowing Base Certificate shall be delivered on a weekly basis no later thanWednesday for the prior week.  With thedelivery of each Borrowing Base Certificate required by this Section 5.2(k),the Borrowers will provide separate backup reports reflecting each Borrower’sborrowing base.”

## Section2.06.          Amendment to Section7.13.  Section 7.13 of theAgreement is hereby amended and restated to read in its entirety as follows:

## “7.13       Debt.  Neither the Borrower nor any Loan Party shallincur or maintain any Debt, other than: (a) the Obligations; (b) Debt described on Schedule 6.9; (c)Debt permitted by Sections 7.10, 7.12 and 7.15; (d)Capital Leases of Equipment and purchase money secured Debt incurred to purchaseEquipment provided that (i) Liens securing the same attach only to theEquipment acquired by the incurrence of such Debt, and (ii) the aggregateamount of such Debt (including Capital Leases) outstanding does not exceed 

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## $1,500,000 at any time; (e) Debt evidencing arefunding, renewal or extension of the Debt described on Schedule 6.9; providedthat (i) the principal amount thereof is not increased, (ii) the Liens, if any,securing such refunded, renewed or extended Debt do not attach to any assets inaddition to those assets, if any, securing the Debt to be refunded, renewed orextended, (iii) no Person that is not an obligor or guarantor of such Debt asof the Amendment Date shall become an obligor or guarantor thereof, and(iv) the terms of such refunding, renewal or extension are no lessfavorable to the Borrower or the Lender than the original Debt; and (f) aone-time intercompany loan from Europe GmbH & Co. K.G. to Meade in theoriginal principal amount of $2,000,000; *provided*that the entire principal balance of such loan, together with allaccrued and unpaid interest thereon, in an aggregate amount not to exceed$2,050,000 is repaid in full on or before July 31, 2007.”

## Section2.07.          Amendment to Section7.22.  Section 7.22 of theAgreement is hereby amended and restated to read in its entirety as follows:

## “7.22       MinimumEBITDA.  Meade and its consolidatedSubsidiaries will maintain EBITDA for each period set forth below of not lessthan the corresponding amount set forth below: 

| Period                                           | ** ** | **Minimum EBITDA** | ** ** |
|--------------------------------------------------|------------|-------------------------|------------|
| ** **                                       | ** ** | ** **              | ** ** |
| Fiscal quarter   ending May 31, 2007             |       | $                       | (3,592,000 | ) |
|                                             |       |                    |       |
| Two fiscal quarters   ending August 31, 2007     |       | $                       | (2,725,000 | ) |
|                                             |       |                    |       |
| Three fiscal quarters   ending November 30, 2007 |       | $                       | 2,320,000  |   |
|                                             |       |                    |       |
| Four fiscal  quarters   ending February 29, 2008 |       | $                       | 1,000,000  | ” |

 

## Section2.08.          Amendment to Section7.23.  Section 7.23 of theAgreement is hereby amended and restated to read in its entirety as follows:

## “7.23       FixedCharge Coverage Ratio.  Meade and itsconsolidated Subsidiaries will maintain a Fixed Charge Coverage Ratio for eachperiod of four consecutive fiscal quarters ending on the date set forth belowof not less than the applicable ratio set forth below, measured as of the lastday of each such period:

| Four Fiscal Quarter Period  Ending | ** ** | **Minimum  Fixed Charge Coverage Ratio** |
|------------------------------------|------------|------------------------------------------|
| ** **                         | ** ** | ** **                               |
| May 31, 2008                       |       | 0.50 to 1.0                              |
|                               |       |                                     |
| August 31, 2008                    |       | 0.60 to 1.0                              |

                                                
| November 30, 2008                                                                                 |   | 0.75 to 1.0      |
|---------------------------------------------------------------------------------------------------|--------|------------------|
| February 28, 2009, and on the last day of each four  consecutive fiscal quarter period thereafter |   | 1.0 to 1.0” |

 

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## Section2.09.          Amendment to Section7.24.  Section 7.24 of theAgreement is hereby amended and restated to read in its entirety as follows:

## “7.24       AdjustedTangible Net Worth. The Borrowers shall not permit the Adjusted TangibleNet Worth, determined for Meade and its consolidated Subsidiaries as of thelast day of each fiscal quarter to be less than the sum of $20,000,000, plus50% of the positive Net Income of Meade and its consolidated Subsidiaries forthe period beginning March 1, 2007, and ending on the date of calculation.”

## Section2.10.          Amendment to Section7.25.  Section 7.25 of theAgreement is hereby amended and restated to read in its entirety as follows:

## “7.25       CapitalExpenditures.  Neither any Borrowernor any of its Subsidiaries shall make or incur any Capital Expenditure if,after giving effect thereto, the aggregate amount of all Capital Expendituresby the Borrowers and their Subsidiaries on a consolidated basis would exceed$1,000,000 in the aggregate during any Fiscal Year.”

## Section2.11.          New Subsection 9.1(r).  A new subsection 9.1(r) is herebyadded to the Agreement to read in its entirety as follows:

## “              r.              (A) at the option of the Lenderand immediately upon notice by the Lender to Meade, there occurs any defaultwith respect to the Debt of Meade or any Subsidiary of Meade to BorkenerVolksbank eG (or any refinancing thereof) under any agreement or instrumentunder or pursuant to which such Debt is owing may have been issued, created,assumed, or guaranteed (collectively, the “German Financing Agreement”),and such default shall continue for more than the period of grace provided forunder the German Financing Agreement (each a “German Default”), if any,therein specified, which has not been cured within 20 days of such GermanDefault; or (B) any such Debt shall be declared due and payable or be requiredto be prepaid (other than by a regularly scheduled payment,  required prepayment (other than upon an eventof default), or voluntary repayment) prior to the stated maturity thereof; or”

## Section2.12.          New Subsection 9.1(s).  A new subsection 9.1(s) is herebyadded to the Agreement to read in its entirety as follows:

## “              s.             at the option of the Lender andimmediately upon notice by the Lender to Meade, there occurs any default ordemand for payment under the guaranty by Meade of the Debt of Meade or anySubsidiary of Meade to Borkener Volksbank eG (or any refinancing thereof).”

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## Section2.13.          Amendment to Section12.8.  The addresses for notices setforth in Section 12.8 of the Agreement are hereby replaced to read asfollows:

Ifto the Lender:

Bank of America, N.A.

55 South Lake Avenue, Suite900

Pasadena, CA 91101

Attention: Account Executive(MEADE)

Telecopy No.: (626) 584-(626) 584-4602

with copies to:

Gary Samson, Esq.

McGuireWoods LLP

1800 Century Park East, 8thFloor

Los Angeles, California90067

Telecopy No.:  (310) 956-3148

If to the Borrowers:

c/o Meade Instruments Corp.

6001 Oak Canyon

Irvine, CA 92618

Attention: Chief FinancialOfficer

Telecopy No.: (949) 451-1460

with copies to:

## Meade Instruments Corp.

## 6001 Oak Canyon

## Irvine, CA 92618

## Attention: General Counsel

## TelecopyNo.: 949-451-1460

# **ARTICLE III**

# **Covenant Reset**

## Section3.01.          Covenant Reset.  Notwithstanding anything to the contrary setforth in the Agreement prior to the effectiveness of this Amendment, Meade andits consolidated Subsidiaries shall have EBITDA on rolling four quarter basisof not less than negative $14,757,000, tested as of the fiscal quarter endedFebruary 28, 2007.

## Section3.02.          Limitation of CovenantReset.  The covenant reset set forthin Section 3.01 of this Amendment shall be limited strictly as writtenand shall not be deemed to constitute an amendment or reset of any othercovenant, or any consent to noncompliance with, any term or provision of thisAmendment, the Agreement or any other Loan Document except as expressly setforth herein.  Further, the covenantreset set forth in Section 3.01 of this Amendment shall not constitute awaiver of any Default or Event of Default arising as a result of the violationof any other term or provision of this Amendment, the Agreement or any otherLoan Document or a waiver of any rights or remedies arising as a result of anyDefault or Event of Default.

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## **ARTICLE IV**

# **Conditions Precedent**

## Section4.01.          Conditions Precedent.  This Amendment shall not be binding upon theLender until each of the following conditions precedent have been satisfied inform and substance satisfactory to the Lender:

### (i)            The representations and warrantiescontained herein and in the Agreement, as amended hereby, shall be true andcorrect in all material respects as of the date hereof as if made on the datehereof, except for such representations and warranties limited by their termsto a specific date;

### (ii)           The Borrowers shall have delivered tothe Lender an executed original copy of this Amendment;

### (iii)          The Borrowers shall have delivered tothe Lender executed original copies of each of the Consents and Reaffirmationsattached to this Amendment;

### (iv)          The Borrowers shall have delivered tothe Lender executed original copies of the fee letter dated as of even dateherewith and shall have paid to the Lender all fees, costs, and expenses owedto and/or incurred by the Lender in connection with this Amendment, includingwithout limitation, each of the fees set forth in the separate fee letterbetween the Borrowers and the Lender as of the date hereof;

### (v)           No Default or Event of Default shallhave occurred and be continuing; and

### (vi)          All proceedings taken in connectionwith the transactions contemplated by this Amendment and all documentation andother legal matters incident thereto shall be satisfactory to the Lender in itssole and absolute discretion.

# **ARTICLE V**

# **Covenants**

## Section5.01.          Negative Pledge onGerman Stock.  Neither Meade nor itsSubsidiaries has granted any liens, security interests, pledges or otherencumbrances of any kind on, in or to any of the stock, or other equityinterests of Meade Instruments Europe GmbH & Co. K.G. or Meade InstrumentsVerwaltungs GmbH now owned or hereafter acquired other than those in favor ofthe Lender.  Unless and until theObligations are paid in full and the Agreement terminated as provided therein,neither Meade nor its Subsidiaries will grant, pledge, or agree to grant orpledge or permit to exist any liens, security interests, pledges or otherencumbrances of any kind on, in or to, any of such stock or equity interests toany Person other than the Lender.

## Section5.02.          Pledge of German Stock.  Meade and its Subsidiaries will use theircommercially reasonable efforts to pledge to the Lender as Collateral for allObligations on or before July 31, 2007, a first priority, perfected securityinterest in not less than 65% of the stock or other equity interests of each 

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## of Meade Instruments EuropeGmbH & Co. K.G. or Meade Instruments Verwaltungs GmbH (now owned orhereafter acquired).  Such pledge shallbe accompanied by delivery of all certificates evidencing such stock or otherequity, if any, together with such documents, instruments, and other agreementsas the Lender may reasonably request, and such opinions of German counsel toMeade and its Subsidiaries as may be reasonable in connection therewith, all inform and substance satisfactory to the Lender.

# **ARTICLE VI**

# **Miscellaneous**

## Section6.01.          Acknowledgment.  Each Borrower hereby represents and warrantsthat the execution and delivery of this Amendment and compliance by suchBorrower with all of the provisions of this Amendment:  (a) are within its powers and purposes; (b)have been duly authorized or approved by such Borrower; and (c) when executedand delivered by or on behalf of such Borrower, will constitute valid andbinding obligations of the Borrower, enforceable in accordance with theirterms.  Each Borrower reaffirms its obligationto pay all amounts due the Lender under the Loan Documents in accordance withthe terms thereof, as modified hereby.

## Section6.02.          Loan DocumentsUnmodified.  Except as otherwisespecifically modified by this Amendment, all terms and provisions of theAgreement and all other Loan Documents, as modified hereby, shall remain infull force and effect.  Nothing containedin this Amendment shall in any way impair the validity or enforceability of theLoan Documents, as modified hereby or alter, waive, annul, vary, affect, orimpair any provisions, conditions, or covenants contained therein or anyrights, powers, or remedies granted therein. Any lien and/or security interest granted to the Lender in theCollateral set forth in the Agreement or any other Loan Document is and shallremain unchanged and in full force and effect and the Agreement and the otherLoan Documents shall continue to secure the payment and performance of all ofthe Obligations thereunder, as modified hereby, and the Borrowers’ obligationshereunder.

## Section6.03.          Parties, Successors andAssigns.  This Amendment shall bebinding upon and shall inure to the benefit of each of the Borrowers, theLender, and their respective successors and assigns.

## Section6.04.          Counterparts.  This Amendment may be executed in one or morecounterparts, each of which when so executed shall be deemed to be an original,but all of which, when taken together shall constitute one and the sameinstrument.  A facsimile signature shallbe deemed effective as an original.

## Section6.05.          Headings.  The headings, captions and arrangements usedin this Amendment are for convenience only and shall not affect theinterpretation of this Amendment.

## Section6.06.          Expenses of the Lender.  The Borrowers agree to pay on demand(a) all reasonable costs and expenses incurred by the Lender in connectionwith the preparation, negotiation and execution of this Amendment and the otherLoan Documents executed pursuant hereto and any and all subsequent amendments,modifications, and supplements hereto or thereto, including, withoutlimitation, the costs and fees of the Lender’s legal counsel and the allocatedcost of staff counsel, and (b) all costs and expenses reasonably incurred bythe Lender in connection with the enforcement or preservation of any rightsunder the Agreement, this Amendment and/or other Loan Documents, including,without limitation, the reasonable costs and fees of the Lender’s legalcounsel, the allocated cost of staff counsel, and the costs and fees associatedwith any environmental due diligence conducted in relation hereto.

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## Section6.07.          Total Agreement.  This Amendment, the Agreement, and all otherLoan Documents shall constitute the entire agreement between the partiesrelating to the subject matter hereof, and shall rescind all prior agreementsand understandings between the parties hereto relating to the subject matterhereof, and shall not be changed or terminated orally.

## Section6.08.          WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLELAW, EACH OF THE BORROWERS AND THE LENDER IRREVOCABLY WAIVE THEIR RESPECTIVERIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISINGOUT OF OR RELATED TO THIS AMENDMENT, THE AGREEMENT, THE OTHER LOAN DOCUMENTS,OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDINGOR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHERPARTY OR ANY LENDER-RELATED PERSON OR PARTICIPANT, WHETHER WITH RESPECT TOCONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. WITHOUT LIMITING THE APPLICABILITYOF ANY OTHER PROVISION OF THE AGREEMENT, THE TERMS OF SECTION 12.3 OFTHE AGREEMENT SHALL APPLY TO THIS AMENDMENT.

## Section6.09.          RELEASE.  THE BORROWERS EACH HEREBY REPRESENT ANDWARRANT THAT AS OF THE DATE OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETSAGAINST OR DEFENSES OR COUNTERCLAIMS TO THE BORROWERS’ OBLIGATIONS UNDER THEAGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING THIS AMENDMENT.  THE BORROWERS WAIVE AND RELEASE ANY AND ALLSUCH CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN,ARISING PRIOR TO THE DATE OF THIS AMENDMENT.

## THEBORROWERS INTEND THE ABOVE RELEASE TO COVER, ENCOMPASS, RELEASE, ANDEXTINGUISH, *INTER ALIA*, ALLCLAIMS, DEMANDS, AND CAUSES OF ACTION THAT MIGHT OTHERWISE BE RESERVED BY THECALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

## “A GENERAL RELEASE DOES NOTEXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS ORHER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HERMUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

## THEBORROWERS ACKNOWLEDGE THAT THEY MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM ORIN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO SUCHCLAIMS, DEMANDS, OR CAUSES OF ACTION, AND AGREE THAT THIS AMENDMENT AND THEABOVE RELEASE ARE AND WILL REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANYSUCH DIFFERENCES OR ADDITIONAL FACTS.

## [SignaturePages Follow]

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INWITNESS WHEREOF, the parties have executed and delivered this Amendment as ofthe day and year first above written.
| ** ** | **“BORROWERS”:** |
|------------|----------------------------|
| ** ** | ** **                 |
|       | MEADE INSTRUMENTS CORP.    |
|       |                       |   |   |
|       |                       |   |   |
|       | By:                        |   | /s/ Paul E. Ross |   |
|       | Name:                      |   | Paul E. Ross |
|       | Title:                     |   | SVP-Finance and |
|       |                       |   | Chief Financial Officer |
|       |                       |   |   |
|       |                       |   |   |
|       | SIMMONS OUTDOOR CORP.      |
|       |                       |   |   |
|       |                       |   |   |
|       | By:                        |   | /s/ Paul E. Ross |   |
|       | Name:                      |   | Paul E. Ross |
|       | Title:                     |   | SVP-Finance and |
|       |                       |   | Chief Financial Officer |
|       |                       |   |   |
|       |                       |   |   |
|       | CORONADO INSTRUMENTS, INC. |
|       |                       |   |   |
|       | By:                        |   | /s/ Paul E. Ross |   |
|       | Name:                      |   | Paul E. Ross |
|       | Title:                     |   | SVP-Finance and |
|       |                       |   | Chief Financial Officer |
|       |                       |   |   |
|       |                       |   |   |
| ** ** | **“LENDER”:**    |
| ** ** | ** **                 |
|       | BANK OF AMERICA, N.A.      |
|       |                       |
|       | By:                        |   | /s/ Todd R. Eggertsen |   |
|       | Name:                      |   | Todd R. Eggertsen |
|       | Title:                     |   | Vice President |

 

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**CONSENTS AND REAFFIRMATIONS**

Eachof MEADE INSTRUMENTS EUROPE CORP., a California corporation, and MEADEINSTRUMENTS HOLDINGS CORP., a California corporation, hereby acknowledges theexecution of, and consents to, the terms and conditions of that EleventhAmendment to Amended and Restated Credit Agreement dated as of May 31, 2007,among MEADE INSTRUMENTS CORP., SIMMONS OUTDOOR CORP., CORONADO INSTRUMENTS,INC. and BANK OF AMERICA, N.A. (the “**Creditor**”), andreaffirms its obligations under (a) that certain Continuing Guaranty (the “**Guaranty**”) dated as of September 24, 2001, made by theundersigned in favor of the Creditor, and (b) that certain SecurityAgreement (the “**Security Agreement**”) dated as ofSeptember, 2001, by and between the undersigned and the Creditor.  Each of the undersigned acknowledges andagrees that each of the Guaranty and the Security Agreement remain in fullforce and effect and are hereby ratified and confirmed.

Dated as of May 31, 2007.
|   | MEADE INSTRUMENTS EUROPE CORP.,   |
|--------|-----------------------------------|
|   | a California corporation          |
|   |                              |
|   |                              |
|   | By:                               |   | /s/ Paul E. Ross |   |
|   | Name:                             |   | Paul E. Ross |
|   | Title:                            |   | SVP-Finance and |
|   |                              |   | Chief Financial Officer |
|   |                              |   |   |
|   |                              |   |   |
|   | MEADE INSTRUMENTS HOLDINGS CORP., |
|   | a California corporation          |
|   |                              |
|   |                              |
|   | By:                               |   | /s/ Paul E. Ross |   |
|   | Name:                             |   | Paul E. Ross |
|   | Title:                            |   | SVP-Finance and |
|   |                              |   | Chief Financial Officer |

 

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**CONSENTS AND REAFFIRMATIONS**

Eachof MTSC HOLDINGS, INC., a California corporation (“**MTSC**”),MC HOLDINGS, INC., a California corporation (“**MC HOLDINGS**”),and MEADE CORONADO HOLDINGS CORP., a California corporation (“**MCHC**”), hereby acknowledges the execution of, and consentsto, the terms and conditions of that Eleventh Amendment to Amended and RestatedCredit Agreement dated as of May 31, 2007, among MEADE INSTRUMENTS CORP.,SIMMONS OUTDOOR CORP., CORONADO INSTRUMENTS, INC. and BANK OF AMERICA, N.A. (“**Creditor**”), and reaffirms its obligations under that certainContinuing Guaranty (the “**Guaranty**”)dated as of September 24, 2001 executed in favor of the Creditor and joined byeach of the undersigned pursuant to an Instrument of Joinder, dated as of (i)October 25, 2002 with respect to MTSC and MC HOLDINGS, and (ii) December 1,2004 with respect to MCHC (respectively, the “**Instrument**”).  Each of the undersigned acknowledges andagrees that each of the Guaranty and Instrument remain in full force and effectand are hereby ratified and confirmed.

Dated as of May 31, 2007.
|   | MTSC HOLDINGS, INC.,           |
|--------|--------------------------------|
|   | a California corporation,      |
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            |   | /s/ Paul E. Ross |   |
|   | Name:                          |   | Paul E. Ross |
|   | Title:                         |   | SVP-Finance and |
|   |                           |   | Chief Financial Officer |
|   |                           |   |   |
|   |                           |   |   |
|   | MC HOLDINGS, INC.,             |
|   | a California corporation       |
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            |   | /s/ Paul E. Ross |   |
|   | Name:                          |   | Paul E. Ross |
|   | Title:                         |   | SVP-Finance and |
|   |                           |   | Chief Financial Officer |
|   |                           |   |   |
|   |                           |   |   |
|   | MEADE CORONADO HOLDINGS CORP., |
|   | a California corporation       |
|   |                           |
|   |                           |
|   | By:                            |   | /s/ Paul E. Ross |   |
|   | Name:                          |   | Paul E. Ross |
|   | Title:                         |   | SVP-Finance and |
|   |                           |   | Chief Financial Officer |

 

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