<DESCRIPTION>EXHIBIT 10-12

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                             JOINT VENTURE AGREEMENT



                                     Between



                          OBAGI MEDICAL PRODUCTS, INC.



                                       and



                         ROHTO PHARMACEUTICAL CO., LTD.



                          Dated as of February 4, 2000





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                             JOINT VENTURE AGREEMENT



     This JOINT VENTURE AGREEMENT (this "Agreement"), dated as of February 4,

2000, is by and between Obagi Medical Products, Inc., a California

corporation ("OMP") and Rohto Pharmaceutical Co., Ltd., a Japanese

corporation ("Rohto") (collectively, OMP and Rohto are referred to as the

"Partners" and each individually is referenced to as a "Partner").



     WHEREAS OMP develops, manufactures, markets, distributes and sells in

the United States and certain other geographic areas certain proprietary skin

care products under a number of different trademarks and product brands; and



     WHEREAS Rohto is a leading pharmaceutical company which sells a broad

range of pharmaceutical products in Japan; and



     WHEREAS OMP and Rohto wish to form a joint venture company in Japan

called Obagi-Rohto Medical Products KK (the "Company") to market, distribute

and sell in Japan those products set forth on SCHEDULE A and such other

products as may be agreed upon by the Partners (the "Products").



     NOW, THEREFORE, for the mutual promises and conditions contained herein,

and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Partners hereby agree as follows:



     1. OBJECTIVES OF THE COMPANY



     The objectives of the Company shall be to import, market, distribute and

sell the Products in Japan.



     2. INCORPORATION; INITIAL CAPITAL CONTRIBUTIONS; OWNERSHIP OF THE

COMPANY



     (a) Oh-ebashi Law Office, Umeda Shinmichi Building 8F, Dojima 1-chome,

Kita-ku, Osaka, 530-0003, Japan, shall incorporate the Company as a Kabushiki

Kaisha (joint stock corporation) under the laws of Japan with the Articles of

Incorporation in the form to be agreed between the Partners. The corporate

name of the Company shall be "Obagi-Rohto Medical Products KK." The head

office of the Company will be located at 1-7-5 Shiba, Minato-ku, Tokyo

105-0014, Japan.



     (b) Each of the Partners shall contribute Yen 20,000,000, within two (2)

business days following the execution and delivery of the agreements listed

in Section 5 hereof, by wire transfer of immediately available funds to The

Bank of Tokyo-Mitsubishi, Ltd. which, in turn, shall transfer such funds to

an account of the Company at such bank to be opened after incorporation of

the Company. In return, the Company shall issue to each of the Partners four

hundred (400) shares of the Company's authorized but unissued and

nonassessable common stock, par value Yen 50,000 per share. The Company shall

have 3,200 shares of authorized common stock, par value Yen 50,000 per share.



     (c) OMP and Rohto shall each contribute equal amounts of such additional

paid-in capital as agreed upon by the Partners and as provided for in the

Business Plan approved by the Company's Board of Directors. As used herein,

"Business Plan" shall mean a confidential business plan of the Company from

time to time established by the Company's Board of Directors, which business

plan shall include (i) cosmetic market and consumer market studies, (ii)

product launch strategies, (iii) financial summaries (which shall include

three-year sales forecasts and three-year profit and loss forecasts),



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(iv) an overview of the structure and operations of the Company, or such

other contents as may be approved by the Company's Board of Directors. Except

as provided for herein, no Partner shall be required to contribute or to lend

any money or property to the Company, or be subject to assessments for

capital.



     3. REPRESENTATIONS AND WARRANTIES OF ROHTO



     Rohto hereby represents and warrants to OMP as follows:



     (a) Rohto has been duly incorporated, and is a validly existing

corporation under the laws of Japan and has full power and authority to enter

into and perform this Agreement.



     (b) This Agreement has been duly authorized, executed and delivered by

Rohto and constitutes a valid and binding agreement of Rohto, enforceable

against Rohto in accordance with its terms.



     (c) No consent, approval or authorization of or declaration or filing

with any governmental authority or other person or entity (each is a

"Person") on the part of Rohto is required in connection with the execution

or delivery of this Agreement or the consummation of the transactions

contemplated hereby other than as described in Section 14 hereof.

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