EMPLOYMENT AGREEMENT





October 17, 2000





Ms. Candace Crawford

3230 Corinth Ave.

Los Angeles, Ca. 90066





Dear Candace:



                  I am pleased to offer you the position of Vice President and

Chief Financial Officer of Obagi Medical Products, Inc. (the "Company") on the

following terms:





A.                DUTIES



                  You will perform the duties customarily associated with this

position with respect to the Company's operations on a full-time basis, and will

report directly to the President and Chief Executive Officer of the Company.

Your employment will commence no later than November 15, 2000





B.                COMPENSATION



SALARY: Your salary shall be $180,000 per annum subject to annual cost of living

increases based on the Consumer Price Index for All Items, All Urban Consumers

for the Los Angeles-Anaheim-Riverside, CA area or such greater increase as may

be approved by the Company's Board of Directors in its discretion. Your salary

shall be paid in accordance with the Company's normal payroll practices, subject

to standard payroll deductions and withholdings.



ANNUAL PERFORMANCE BONUS: You shall be entitled to an annual performance bonus

of up to 30% of your base salary based on the achievement of certain individual

and corporate goals as set forth in Exhibit A attached hereto. No bonus is

payable unless you are employed by the Company on December 31 of the applicable

year. All bonuses will be subject to the legal deductions and withholdings, etc.

as customary. You are guaranteed a minimum bonus of $25,000.00 for calendar

2001, payable no later than March 1, 2002.



STOCK OPTION GRANT: The Company will grant you 50,000 Incentive Stock Options

("ISO's") to purchase the common stock of the Company. The terms of such ISO's

are set forth in Exhibit B attached hereto.





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CAR ALLOWANCE: You will receive $800 per month as a car allowance, subject to

the standard payroll deductions and withholdings, which you shall apply to

any and all vehicle operation, lease and/or purchase expenses.



BENEFITS: You will be eligible for three weeks vacation annually and sick

leave according to standard Company policy. You will also receive all other

benefits the Company provides to its senior employees (e.g., health and

dental insurance coverage, participation in the Company's 401(k) plan).



C.                EXPENSES



                  The Company shall reimburse you for all other reasonable,

ordinary and necessary expenses incurred in the performance of your duties

(such reimbursement shall be conditioned upon the submission of reasonable

detailed receipts and/or invoices substantiating such expenses).



D.                TERMINATION



                  Either you or the Company may terminate your employment

with or without cause, at any time, for any reason whatsoever by giving at

least 30 day prior written notice. This at-will employment relationship

cannot be changed except in writing signed by the Chairman of the Board of

the Company.



                  If the Company terminates your employment without cause

during the first year of your employment, you will receive as your sole

severance, your base salary and benefits for six (6) months payable in

accordance with the Company's normal payroll practices, subject to standard

payroll deductions and withholdings. These payments shall cease immediately

if you violate any provision of this agreement, including the provisions of

Section F. If the Company exercises this right to terminate your employment

without cause, no compensation will be owed to you other than the severance

payment referred to in the previous sentence.



                  If you voluntarily terminate your employment except for

Good Reason (as defined below), if you die or become physically or mentally

disabled (subject to the Company's requirement to comply with all applicable

laws), or if the Company terminates your employment for cause, all

compensation and benefits shall cease immediately, and you will receive no

severance benefits. For purposes of this agreement, termination for cause

shall mean material misconduct, including, but not limited to (i) conviction

of any felony or any crime involving moral turpitude or dishonesty or which

is punishable by imprisonment in a state or federal correctional facility;

(ii) participation in a fraud or act of dishonesty against the Company or any

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