**Exhibit 10.35****FIRST SUPPLEMENTAL GUARANTY OF UNASSIGNED ISSUER’S RIGHTS**     THIS FIRST SUPPLEMENTAL GUARANTY OF UNASSIGNED ISSUER’S RIGHTS dated as of December 1, 2004(the “First Supplement “), by and between Synergetics, Inc., a Missouri corporation (the “CorporateGuarantor”), and THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ST. CHARLES COUNTY, MISSOURI, a publiccorporation organized and existing under the laws of the State of Missouri (the “Issuer”),supplementing the Guaranty of Unassigned Issuer’s Rights dated as of September 1, 2002 (the“Original Guaranty” and, as supplemented by this First Supplement, the “Guaranty of UnassignedIssuer’s Rights”) among William L. Bates, Gregg D. Scheller and Kurt W. Gampp, Jr., residents ofthe State of Missouri (the “Individual Guarantors”) and     WHEREAS, the Guarantors did execute and deliver the Original Guaranty; and     WHEREAS, pursuant to the terms of the Original Guaranty, the obligations of the IndividualGuarantors under the Original Guaranty have been discharged; and     WHEREAS, in connection with the issuance of additional bonds and an additional promissory note(the “Series 2004 Note”) by Synergetics Development Company, L.L.C., a Missouri limited liabilitycompany (the “Obligor”), the Corporate Guarantor and the Issuer desire to supplement the OriginalGuaranty.     **NOW, THEREFORE, THIS FIRST SUPPLEMENTAL GUARANTY OF UNASSIGNED ISSUER’S RIGHTS WITNESSETH:**     Section 1. The first three recitals of the Original Guaranty are hereby amended to read asfollows:     WHEREAS, the Issuer issued its Private Activity Revenue Bonds, Series 2002(Synergetics Development Company Project), in an aggregate principal amount of$2,645,000 (the “Series 2002 Bonds”) and intends to issue its Private ActivityRevenue Bonds, Series 2004 (Synergetics Development Company Project) in an aggregateprincipal amount of $2,330,000 (the “Series 2004 Bonds” and, together with the Series2002 Bonds, the “Bonds”); and     WHEREAS, the Bonds were and are to be issued under and pursuant to an Indentureof Trust dated as of September 1, 2002, as supplemented by the First SupplementalIndenture of Trust dated as of December 1, 2004, each between the Issuer and UMBBank, N.A., as Trustee; and     WHEREAS, the proceeds derived from the issuance of the Bonds were and are to beloaned to Synergetics Development Company, L.L.C., a Missouri limited liabilitycompany (the “Obligor”), pursuant to a Loan Agreement dated as of September 1, 2002as supplemented by the First Supplemental Loan Agreement dated as of December 1, 2004(as supplemented, the “Loan Agreement”), to provide financing to finance the projectsas described and defined in the Loan Agreement (collectively, the “Project”) for thebenefit of the Obligor; and
 

 
     Section 2. Except as otherwise provided in this First Supplemental Guaranty of UnassignedIssuer’s Rights, the provisions of the Original Guaranty are hereby ratified, approved andconfirmed. This First Supplemental Guaranty of Unassigned Issuer’s Rights shall be construed ashaving been authorized, executed and delivered under the provisions of Section 1101(iv) ofthe Original Indenture.     Section 3. If any provision of this First Supplemental Guaranty of Unassigned Issuer’s Rightsshall be held or deemed to be invalid, inoperative or unenforceable as applied in any particularcase in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because itconflicts with any other provision or provisions hereof or any constitution or statute or rule ofpublic policy, or for any other reason, such circumstances shall not have the effect of renderingthe provision in question inoperative or unenforceable in any other case or circumstance, or ofrendering any other provision or provisions herein contained invalid, inoperative or unenforceableto any extent whatever.     Section 4. This First Supplemental Guaranty of Unassigned Issuer’s Rights may besimultaneously executed in several counterparts, each of which shall be an original and all ofwhich shall constitute but one and the same instrument.     Section 5. The Guaranty of Unassigned Issuer’s Rights, including without limitation this FirstSupplement, shall be governed exclusively by and be construed in accordance with the applicablelaws of the State of Missouri.     Section 6. Capitalized words and terms used herein, unless the context requires otherwise,shall have the same meanings as set forth in the Indenture of Trust dated as of September 1, 2002,as supplemented by the First Supplemental Indenture of Trust dated as of December 1, 2004 betweenthe Beneficiary and UMB Bank, N.A., as Trustee.[Remainder of Page Intentionally Left Blank.]-2-
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Guaranty ofUnassigned Issuer’s Rights to be executed as of the date and year first above written.           Attest:   SYNERGETICS, INC.           [SEAL]                   /s/ By/s/ Kurt W. Gampp, Jr.     Its Secretary Title:President                 ACCEPTED:                    THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ST. CHARLESCOUNTY, MISSOURI           Attest: [SEAL]                   By/s/ By/s/      Assistant Secretary  President-3-