0001047469-06-014574 Sample Contracts

As Representative of the several Underwriters listed in Schedule I hereto c/o J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 Ladies and Gentlemen:
Underwriting Agreement • November 29th, 2006 • Obagi Medical Products, Inc. • Pharmaceutical preparations • New York

Obagi Medical Products, Inc., a Delaware corporation (the “Company”) and certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of the Company, propose to sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of _______ shares (the “Underwritten Shares”) in the amounts listed on Schedule I for each Underwriter, and, at the option of the Underwriters, the Selling Stockholders propose to sell to the Underwriters up to an additional ________ shares (the “Option Shares”), in the amounts listed on Schedule I for each Underwriter, of the Common Stock, par value $0.001 per share (the “Stock”), of the Company. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.