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EXHIBIT 10.40
 COMMERCIAL SECURITY AGREEMENT
 Principal
$1,000,000.00
    
    Loan Date
09-30-2005
    
    Maturity
09-30-2006
    
    Loan No.
519900828192
    
    Call / Coll
4A / 60
    
    Account
    
    Officer
***
    
    Initials
 
 Grantor:
    
    SYNERGETICS, INC. (MISSOURI CORPORATION)
    
    Lender:
    
    Union Planters Bank NA(TIN: 43-1585312)
    
    
    
    Clayton Commercial Lending3845 CORPORATE CENTRE DRIVE
    
    
    
    8182 Maryland Avenue Suite 200OFALLON, MO 63368
    
    
    
    St. Louis, MO 63105
 THE LIEN GRANTED PURSUANT TO THIS AGREEMENT MAY ALSO SECURE FUTURE ADVANCES
 THIS COMMERCIAL SECURITY AGREEMENT dated September 30, 2005, is made and executed between
SYNERGETICS, INC. (MISSOURI CORPORATION) (Grantor) and Union Planters Bank NA (Lender).
 GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security
interest in the Collateral to secure the Indebtedness and agrees Lender shall have the rights
stated in this Agreement with respect to the Collateral, in addition to all other rights which
Lender may have by law.
 COLLATERAL DESCRIPTION.
 All Accounts, Chattel Paper, Inventory, Equipment, Instruments, Investment Property,
Documents, Deposit Accounts, Letter-of Credit Rights, General Intangibles, Supporting
Obligations, Patents, Trademarks and all other Goods.
        RIGHT OF SETOFF.




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GRANTORS REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.
 Perfection of Security Interest.
 Notices to Lender.
 No Violation.
 Enforceability of Collateral.
 Location of the Collateral.
 Removal of the Collateral.
 Transactions Involving Collateral.
 Title.
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Repairs and Maintenance.
 Inspection of Collateral.
 Taxes, Assessments and Liens.
 Compliance with Governmental Requirements.
 Hazardous Substances.
 Maintenance of Casualty Insurance.
 3




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Application of Insurance Proceeds.
 Insurance Reserves.
 Insurance Reports.
 Financing Statements.
 GRANTORS RIGHT TO POSSESSION.
 LENDERS EXPENDITURES.
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REINSTATEMENT OF SECURITY INTEREST.
 DEFAULT.
 Payment Default.
 Other Defaults.
 False Statements.
 Defective Collateralization.
 Insolvency.
 Creditor or Forfeiture Proceedings.
 Events Affecting Guarantor.
 Adverse Change.
 Insecurity.
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Cure Provisions.
 RIGHTS AND REMEDIES ON DEFAULT.
 Accelerate Indebtedness.
 Assemble Collateral.
 Sell the Collateral.
 Appoint Receiver.
 Collect Revenues, Apply Accounts.
 Obtain Deficiency.
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Other Rights and Remedies.
 Election of Remedies.
 MISCELLANEOUS PROVISIONS.
 Amendments.
 Arbitration. Grantor and Lender agree that all disputes, claims and controversies between
them whether individual, joint, or class in nature, arising from this Agreement or
otherwise, including without limitation contract and tort disputes, shall be arbitrated
pursuant to the Rules of the American Arbitration Association in effect at the time the
claim is filed, upon request of either party. No act to take or dispose of any Collateral
shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration
agreement. This includes, without limitation, obtaining injunctive relief or a temporary
restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a
writ of attachment or imposition of a receiver; or exercising any rights relating to
personal property, including taking or disposing of such property with or without judicial
process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or
controversies concerning the lawfulness or reasonableness of any act, or exercise of any
right, concerning any Collateral, including any claim to rescind, reform, or otherwise
modify any agreement relating to the Collateral, shall also be arbitrated, provided however
that no arbitrator shall have the right or the power to enjoin or restrain any act of any
party. Judgment upon any award rendered by any arbitrator may be entered in any court
having jurisdiction. Nothing in this Agreement shall preclude any party from seeking
equitable relief from a court of competent jurisdiction. The statute of limitations,
estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an
action brought by a party shall be applicable in any arbitration proceeding, and the
commencement of an arbitration proceeding shall be deemed the commencement of an action for
these purposes. The Federal Arbitration Act shall apply to the construction,
interpretation, and enforcement of this arbitration provision.
 Attorneys Fees; Expenses.
 Caption Headings.
 Governing Law. This Agreement will be governed by federal law applicable to Lender and, to
the extent not preempted by federal law, the laws of the State of Missouri without regard to
its conflicts of law provisions. This Agreement has been accepted by Lender in the State of
Missouri.
 Choice of Venue.
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No Waiver by Lender.
 Notices.
 Power of Attorney.
 Severability.
 Successors and Assigns.
 Survival of Representations and Warranties.
 Time is of the Essence.
 DEFINITIONS.
 Agreement.
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Borrower.
 Collateral.
 Default.
 Environmental Laws.
 Event of Default.
 Grantor.
 Guarantor.
 Guaranty.
 Hazardous Substances.
 Indebtedness.
 Lender.
 Note.
 Property.
 Related Documents.
 WAIVE JURY. All parties to this Agreement hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by any party against any other party.
 THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
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GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES
TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER 30, 2005.
 GRANTOR:SYNERGETICS, INC. (MISSOURI CORPORATION)By:
    
    /s/ Gregg D. SchellerGREGG D. SCHELLER, President of SYNERGETICS,
INC. (MISSOURI CORPORATION)
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