<DESCRIPTION>EXHIBIT 10.11

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                          LICENSE AND SUPPLY AGREEMENT



         This Supply Agreement, dated as of the 31st day of March 2000, is

between VIVIER-REGISTERED TRADEMARK- PHARMA INC., a Quebec, Canada

corporation incorporated under the laws of Canada with offices at 2689

Carriage Way, St-Lazare, Quebec Canada J7T 2B1 ("Vivier"), and OBAGI MEDICAL

PRODUCTS, INC., a corporation incorporated under the laws of California, with

offices at 310 Golden Shore, Long Beach, CA 90802 ("Buyer").



         WHEREAS Vivier manufactures and markets or will market various types of

dermatological products throughout North America and potentially in other

countries under its Vivier label and trademarks;



         WHEREAS, Buyer wishes to purchase Vitamin-C 5%, and Vitamin-C 10% under

its OMP, Inc. label (hereinafter, the "Products") from Vivier; and



         WHEREAS, Vivier is willing to supply the Products to Buyer for resale

under the Buyer's label upon the terms and conditions set forth herein;



         NOW, THEREFORE, the parties hereto agree as follows:



1.       DEFINITIONS



             (a) The following terms shall have the meanings set forth or

where indicated, below for purposes of this Agreement:



         "ACT" means the Federal Food, Drug and Cosmetic Act, as amended from

time to time.



         "AFFILIATE" of any person shall mean any corporation or other business

entity which, directly or indirectly, controls, is controlled by, or is under

common control with, such person. For purposes of this definition, the term

"control" (as used in the terms "controls," "controlled by," and "under common

control with") means either (a) holding fifty percent (50%)or more of the

outstanding voting securities of an issuer or (b) in the case of an entity that

has no outstanding voting securities, having the right to fifty percent (50%)or

more of the profits of the entity, or having the right in the event of

dissolution to fifty percent (50%)or more of the assets of the entity.



         "BUYER INDEMNIFIED PARTIES" shall have the meaning given thereto in

Section 14.2 hereof.



         "COMMENCEMENT DATE" means the date of the execution of this agreement

by the parties.



         "CONTRACT YEAR" means each consecutive 12-month period commencing on

the Commencement Date and each one year anniversary thereof.



         "FDA" means the United States Food and Drug Administration.



         "FORMS" shall have the meaning given thereto in Section 23.3 hereof.





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         "GMP" means current good manufacturing practices as defined from time

to time in Section 501(a)(2)(B) of the Act and the applicable rules and

regulations of the FDA.



         "INITIAL TERM" shall have the meaning given hereto in Section 15

hereof.



         "ORDER DATE" shall have the meaning given thereto in Section 5.3

hereof.



         "PROCEDURES" shall have the meaning given thereto in Section 4.8

hereof.



         "PRODUCTS" shall have the meaning set forth in the recitals to this

Agreement.



         "Specifications" the specifications of the Products listed in

Schedule F.



         "TERRITORY" means the United States in the physician-dispensed channel

of distribution; and for all channels of distribution in thecountries set forth

on Schedule E.



         "TPP" means the Canadian Therapeutics Products Programme.



         "Trademarks / Patents" means the trademarks / patents listed in

Schedule D and such other trademarks, trade names or identifying marks to be

used in association with the Product hereunder, which are all owned by Vivier.



         "VIVIER INDEMNIFIED PARTIES" shall have the meaning given thereto in

Section 14.1 hereof.



2.       PURCHASE AND SALE; LICENSE



         2.1 During the term of this Agreement, and subject to the provisions

hereof, Vivier agrees to supply to Buyer, all of Buyer's requirements for the

Products. All orders for the Products shall be made pursuant to written purchase

orders delivered to Vivier in accordance with Section 4 hereof. All purchase

orders from Buyer shall be in multiples of full batch sizes commonly used in

routine production of the Products. Minimum batch sizes are set forth on

Schedule A. The parties reserve the right to negotiate modified minimum batch

sizes on mutually agreeable terms and conditions.

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