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                                                                   Exhibit 10.65

                             MEADE INSTRUMENTS CORP.

                       NONQUALIFIED STOCK OPTION AGREEMENT

            THIS AGREEMENT is dated as of this _____ day of ___________,
_______, between Meade Instruments Corp., a Delaware corporation (the
"Corporation"), and _____________________ (the "Employee").

                                   WITNESSETH

            WHEREAS, the Corporation has adopted and the stockholders of the
Corporation have approved the Meade Instruments Corp. 1997 Stock Incentive Plan
(the "Plan").

            WHEREAS, pursuant to the Plan, the Corporation has granted an option
to the Employee upon the terms and conditions evidenced hereby, as required by
the Plan, which Option is not intended as and shall not be deemed to be an
incentive stock option within the meaning of Section 422 of the Code.

            NOW, THEREFORE, in consideration of the services rendered and to be
rendered by the Employee, the Corporation and the Employee agree to the terms
and conditions set forth herein as required by the terms of the Plan.

            1. Grant of Option. Subject to Section 5 below, this Agreement
evidences the Corporation's grant to the Employee, as of ________________,
______ (the "Option Date"), of the right and option to purchase, on the terms
and conditions set forth herein and in the Plan, all or any part of an aggregate
of ________ shares of the Common Stock, par value $0.01 per share, at the price
of $_______ per share (the "Option"), which amount represents the Fair Market
Value of the shares as of the Option Date, exercisable from time to time,
subject to the provisions of this Agreement and the Plan, prior to the close of
business on the day before the tenth anniversary of the Option Date (the
"Expiration Date").

            2. Option Exercisability and Term. Subject to adjustment pursuant to
the terms of the Plan, the Option shall first become and remain exercisable as
to _____ of the shares on the first anniversary of the Option Date and as to an
additional _____ of the shares on and after the last day of each succeeding
calendar month until all remaining Options have become exercisable.

            3. Exercisability of Option. To the extent the Employee does not in
any year purchase all or any part of the shares to which the Employee is
entitled, the Employee has the right cumulatively thereafter to purchase any
shares not so purchased and such right shall continue until the Option
terminates or expires. Fractional share interests shall be disregarded, but may
be cumulated. No fewer than ten (10) shares may be purchased at any one time,
unless the number purchased is the total number at the time available for
purchase under the Option.

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                                                                   Exhibit 10.65

            4. Method of Exercise of Option. The Option shall be exercisable by
the delivery to the Corporation of a written notice stating the number of shares
to be purchased pursuant to the Option and accompanied by payment made in
accordance with and in a form permitted by Section 2.2 of the Plan for the full
purchase price of the shares to be purchased, subject to such further
limitations and rules or procedures as the Board or Committee may from time to
time establish as to any non-cash payment and as to the tax withholding
requirements of Section 6.5 of the Plan.

            5. Substituting SARs. Notwithstanding anything to the contrary in
this Agreement, in the event the Corporation is not accounting for equity
compensation under APB Opinion 25, the Corporation shall have the ability to
substitute, without receiving Employee's permission, Stock Appreciation Rights
("SARs") paid only in stock for outstanding Options; provided, the terms of the
substituted stock SARs are the same as the terms for the Options and the
aggregate difference between the Fair Market Value of the underlying shares and
the grant price of the SARs is equivalent to the aggregate difference between
the Fair Market Value of the underlying shares and the exercise price of the
Options.

            6. Non-Transferability of Option. Subject to limited exceptions set
forth in the Plan, the Option and any other rights of the Employee under this
Agreement or the Plan are nontransferable.

            7. Notices. Any notice to be given under the terms of this Agreement
shall be in writing and addressed to the Corporation at its principal office to
the attention of the Chief Financial Officer, and to the Employee at the address
given beneath the Employee's signature hereto, or at such other address as
either party may hereafter designate in writing to the other. Any such notice
shall be deemed to have been duly given when enclosed in a properly sealed
envelope addressed as aforesaid, registered or certified, and deposited (postage
and registry or certification fee prepaid) in a post office or branch post
office regularly maintained by the United States Government.

            8. General Terms. The Option and this Agreement are subject to, and
the Corporation and the Employee agree to be bound by, the provisions of the
Plan that apply to the Option. Such provisions are incorporated herein by this
reference. The Employee acknowledges receiving a copy of the Plan and reading
its applicable provisions. In the event of a conflict or inconsistency between
the terms and conditions of this Agreement and of the Plan, the terms and
conditions of the Plan shall govern. Capitalized terms not otherwise defined
herein shall have the meaning assigned to such terms in the Plan.

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                                                                   Exhibit 10.65

            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.

                                    MEADE INSTRUMENTS CORP.,
                                    a Delaware corporation

                                    By: ___________________________

                                    Name: _________________________

                                    Title: ________________________

                                    EMPLOYEE

                                    ____________________________
                                    (Signature)

                                    ____________________________
                                    (Print Name)

                                    ____________________________
                                    (Address)

                                    ____________________________
                                    (City, State, Zip Code)

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                                                                   Exhibit 10.65

                                 SPOUSAL CONSENT

            In consideration of the execution of the foregoing Stock Option
Agreement by Meade Instruments Corp., I, ____________________________, the
spouse of the Employee therein named, do hereby agree to be bound by all of the
terms and provisions thereof and of the Plan.

DATED: ______________, ______.

                                   ________________________________
                                         Signature of Spouse

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