FIRST AMENDMENT TO SERVICES AGREEMENT

                                                                                                                                                                                                                                                                                                           Exhibit 10.51

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.  REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN [##].

This First Amendment (the “Amendment”) made as of October 20, 2008 (the “Effective Date”) by and between Ventiv Commercial Services, LLC a New Jersey limited liability company (“Ventiv”) and OMP, Inc., a Delaware corporation (“Obagi”).  Ventiv and Obagi may each be referred to herein as a “Party” and collectively, the “Parties”.

WHEREAS, Ventiv and Obagi are parties to a Service Agreement made as of July 1, 2008 (the “Agreement”).

WHEREAS, Ventiv and Obagi desire to supplement the Agreement as set forth herein.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows:

1.   Except as provided in this Amendment, the terms and conditions set forth in the Agreement remain unaffected by the execution of this Amendment.  To the extent that any provisions or terms set forth in this Amendment conflict with the terms set forth in the Agreement, the terms set forth in this Amendment shall govern and control.  Terms not otherwise defined herein, shall have the meanings set forth in the Agreement.

2.   Ventiv and Obagi desire to expand the services being provided by Ventiv as set forth in the Agreement.  Ventiv, through its Ventiv Access Group division, shall provide Obagi with the services set forth in detail in Exhibit A (the “VAG Services”).  For provision of the VAG Services, Obagi shall pay Ventiv the compensation set forth in Exhibit A.

3.   Ventiv shall provide the VAG Services commencing on the Effective Date and continuing until April 1, 2009 (the “Term”).  Obagi may terminate Ventiv’s provision of the VAG Services prior to the end of the Term by providing Ventiv with at least thirty (30) days prior

written notice.  Obagi may extend the Term for up to two (2) successive ninety (90) day periods (each an “Additional Term”) by providing Ventiv with written notice at least thirty (30) days prior to the end of the initial Term or any Additional Term.  The compensation to be paid by Obagi to Ventiv for any period beyond the two (2) Additional Terms must be agreed to in writing by the Parties.

4.   The terms of this Amendment are intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement.  The Parties further intend that this Amendment constitute the complete and exclusive statement of its terms and shall supersede any prior agreement with respect to the subject matter hereof.

5.   This Amendment may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.  Execution and delivery of this Amendment by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Amendment by such party.  Such facsimile copies shall constitute enforceable original documents.

WHEREFORE, the Parties hereto have caused this Amendment to be executed by their duly authorized representatives.

EXHIBIT A