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EXHIBIT 10.25




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TABLE OF CONTENTS
  PAGEParties
    
    
    1Recitals
    
    
    1ARTICLE IDEFINITIONS, CONSTRUCTION AND CERTAIN GENERAL PROVISIONSSection 1.1. Definitions
    
    
    1Section 1.2. Rules of Construction
    
    
    3Section 1.3. Severability
    
    
    3Section 1.4. Date of Loan Agreement
    
    
    3Section 1.5. Governing Law
    
    
    3ARTICLE IIREPRESENTATIONSSection 2.1. Covenants by the Issuer
    
    
    4Section 2.2. Representations by the Obligor
    
    
    4ARTICLE IIIISSUANCE OF THE BONDS; LOAN BY THE ISSUER TO THE OBLIGOR; NOTE;ADDITIONAL PAYMENTSSection 3.1. Agreement to Issue the Bonds
    
    
    6Section 3.2. The Loan
    
    
    6Section 3.3. Repayment of the Loan
    
    
    6Section 3.4. Additional Amounts Payable
    
    
    7Section 3.5. Nature of Obligations
    
    
    10ARTICLE IVPURCHASE, CONSTRUCTION, RENOVATION AND INSTALLATION OF THE PROJECT;PROJECT FUNDSection 4.1. Purchase, Construction, Renovation and Installation
    
    
    10Section 4.2. Plans and Specifications
    
    
    11Section 4.3. Payment of Project Costs
    
    
    11Section 4.4. Deficiency of Project Fund
    
    
    12Section 4.5. Surplus in Project Fund
    
    
    12




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PAGESection 4.6. Completion Date
    
    
    12ARTICLE VMAINTENANCE; MODIFICATIONS; INSURANCE; LEASE OR ASSIGNMENT OFPROJECT; LOSS OF OR DAMAGE TO PROJECTSection 5.1. Maintenance and Modification of Project by Obligor
    
    
    13Section 5.2. Sale or Lease of Project; Assignment of Loan Agreement by Obligor
    
    
    13Section 5.3. Dissolution, Liquidation, Consolidation and Merger
    
    
    14Section 5.4. Use of Project
    
    
    14Section 5.5. Insurance Required
    
    
    14Section 5.6. Damage, Destruction, Condemnation or Loss of Title
    
    
    15Section 5.7. Taxes, Assessments and Other Charges
    
    
    16Section 5.8. Appraisal
    
    
    16ARTICLE VIPARTICULAR COVENANTSSection 6.1. Access to the Project and Inspection; Operation of the Project
    
    
    17Section 6.2. Financial Statements
    
    
    17Section 6.3. Indemnification
    
    
    17Section 6.4. Arbitrage
    
    
    18Section 6.5. Further Assurances and Corrective Instruments
    
    
    18Section 6.6. Recording and Filing of Documents
    
    
    18Section 6.7. Financial Covenants
    
    
    18Section 6.8. Negative Covenants
    
    
    19Section 6.9. Affirmative Covenants
    
    
    20ARTICLE VIIASSIGNMENT OF ISSUERS RIGHTSSection 7.1. Assignment by the Issuer
    
    
    21Section 7.2. Restriction on Transfer of Issuers Rights
    
    
    22ARTICLE VIIIEVENTS OF DEFAULT AND REMEDIESSection 8.1. Events of Default Defined
    
    
    22Section 8.2. Remedies on Default
    
    
    23Section 8.3. No Remedy Exclusive
    
    
    25Section 8.4. Agreement to Pay Attorneys Fees and Expenses
    
    
    25Section 8.5. Issuer and Obligor to Give Notice of Default
    
    
    25Section 8.6. Performance Of Obligors Obligations
    
    
    25Section 8.7. Remedial Rights Assigned to the Trustee
    
    
    25




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PAGEARTICLE IXPREPAYMENT OF THE NOTESection 9.1. Prepayment at the Option of the Obligor
    
    
    26Section 9.2. Optional Prepayment Upon Certain Events
    
    
    26Section 9.3. Mandatory Prepayment From Excess Bond Proceed
    
    
    26Section 9.4. Right to Prepay at Any Time
    
    
    26Section 9.5. Notice of Prepayment
    
    
    26Section 9.6. Precedence of this Article
    
    
    26ARTICLE XMISCELLANEOUSSection 10.1. Authorized Representatives
    
    
    26Section 10.2. Term of Loan Agreement
    
    
    27Section 10.3. Notices
    
    
    27Section 10.4. Performance Date Not a Business Day
    
    
    27Section 10.5. Binding Effect
    
    
    27Section 10.6. Amendments, Changes and Modifications
    
    
    27Section 10.7. Execution in Counterparts
    
    
    27Section 10.8. No Pecuniary Liability
    
    
    27Section 10.9. Issuer Not Liable
    
    
    27Section 10.10. Actions and Proceeding
    
    
    28Section 10.11. Entire Agreement
    
    
    28Schedule 1  Legal DescriptionSchedule 2  Description of PropertyExhibit A  Promissory NoteExhibit B  Disbursement Request  Project FundExhibit C  Form of Compliance Certificate




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Schedule 1 Schedule 2
    ARTICLE I
 DEFINITIONS, CONSTRUCTION AND CERTAIN GENERAL PROVISIONS
 Section 1.1. Definitions. Section 101
 Section 4.6




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Section 8.1
  Schedule 2
      -2-




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Section 1.2. Rules of Construction.
     Section 1.3. Severability.
 Section 1.4. Date of Loan Agreement.
 Section 1.5. Governing Law.
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ARTICLE II
 REPRESENTATIONS
 Section 2.1. Covenants by the Issuer.
          Section 2.2. Representations by the Obligor.
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-5-




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ARTICLE III
 ISSUANCE OF THE BONDS; LOAN BY THE ISSUER
TO THE OBLIGOR; NOTE; ADDITIONAL PAYMENTS
 Section 3.1. Agreement to Issue the Bonds.
 Section 3.2. The Loan.
 Section 4.3
 Section 3.3. Repayment of the Loan Section 3.2 Exhibit A Exhibit A
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Section 3.4. Additional Amounts Payable
 Article III Section 3.4(c)
      Section 3.4(b)
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Section 3.4(c)
 Section 3.4(c) Section 3.4(d)
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Section 3.4(b)
    Section 5.7
  Section 507
   -9-




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Section 3.5. Nature of Obligations.
 ARTICLE IV
 PURCHASE, CONSTRUCTION, RENOVATION AND INSTALLATION
OF THE PROJECT; PROJECT FUND
 Section 4.1. Purchase, Construction, Renovation and Installation.
     -10-




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Section 4.2. Plans and Specifications.
 Section 4.3. Payment of Project Costs. Section 403 Exhibit
B
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Section 4.4. Deficiency of Project Fund.
 Section 4.5. Surplus in Project Fund. Section 4.6 Section 404
 Section 4.6. Completion Date.
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ARTICLE V
 MAINTENANCE; MODIFICATIONS; INSURANCE;
LEASE OR ASSIGNMENT OF PROJECT;
LOSS OF OR DAMAGE TO PROJECT
 Section 5.1. Maintenance and Modification of Project by Obligor.
  Section 5.2. Sale or Lease of Project; Assignment of Loan Agreement by Obligor.
  -13-




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Section 5.3. Dissolution, Liquidation, Consolidation and Merger.
  Section 5.4. Use of Project.
 Section 5.5. Insurance Required.
     -14-




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Section 5.6. Damage, Destruction, Condemnation or Loss of Title.
   Option A  Repairs and Improvements Section 4.3
 Option B  Redemption of Bonds Section 9.2 Section 302 Section 9.2 Section 302
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Section 5.7. Taxes, Assessments and Other Charges.
   Section 5.8. Appraisal.
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ARTICLE VI
 PARTICULAR COVENANTS
 Section 6.1. Access to the Project and Inspection; Operation of the Project.
 Section 6.2. Financial Statements. Exhibit D
  Section 6.3. Indemnification. Section 507
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Section 6.4. Arbitrage. Sections 507 and 603
 Section 6.5. Further Assurances and Corrective Instruments.
 Section 6.6. Recording and Filing of Documents.
 Section 6.7. Financial Covenants.
  -18-




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Section 6.8. Negative Covenants.
  Section 6.8(a)(ii)
 Section
6.8(a)(i)
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Section 6.9. Affirmative Covenants.
      -20-




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ARTICLE VII
 ASSIGNMENT OF ISSUERS RIGHTS
 Section 7.1. Assignment by the Issuer.
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Section 7.2. Restriction on Transfer of Issuers Rights. Section
7.1
 ARTICLE VIII
 EVENTS OF DEFAULT AND REMEDIES
 Section 8.1. Events of Default Defined.
     Section 7.1
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Section 801
 Section 8.2. Remedies on Default. Section 802
    -23-




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Section 8.3. No Remedy Exclusive.
 Section 8.4. Agreement to Pay Attorneys Fees and Expenses.
 Section 8.5. Issuer and Obligor to Give Notice of Default.
 Section 8.6. Performance Of Obligors Obligations.
 Section 8.7. Remedial Rights Assigned to the Trustee. Section 7.1
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Section 9.1. Prepayment at the Option of the Obligor. Section 302
 Section 9.2. Optional Prepayment Upon Certain Events. Section 302
 Section 9.3. Mandatory Prepayment From Excess Bond Proceeds. Section 302
 Section 9.4. Right to Prepay at Any Time.
 Section 9.5. Notice of Prepayment. Sections 9.1, 9.2 or
9.4 Section 302
 Section 9.6. Precedence of this Article. Section 8.1
 ARTICLE X
 MISCELLANEOUS
 Section 10.1. Authorized Representatives.
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Section 10.2. Term of Loan Agreement. Article XII Section 6.3
 Section 10.3. Notices. Section 1303 Section 1303
 Section 10.4. Performance Date Not a Business Day.
 Section 10.5. Binding Effect. Sections 5.2 and 5.3
 Section 10.6. Amendments, Changes and Modifications. Article XII Article
XII
 Section 10.7. Execution in Counterparts.
 Section 10.8. No Pecuniary Liability.
 Section 10.9. Issuer Not Liable.
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Section 10.10. Actions and Proceedings. THE OBLIGOR HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY LITIGATION BROUGHT IN ACCORDANCE WITH THIS SECTION.
 Section 10.11. Entire Agreement. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT
OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT THE OBLIGOR AND THE ISSUER FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS THE OBLIGOR AND THE ISSUER REACH COVERING SUCH MATTERS ARE CONTAINED
IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE ISSUER
AND THE OBLIGOR, EXCEPT AS THE ISSUER AND THE OBLIGOR MAY LATER AGREE IN WRITING TO MODIFY IT.
  [SEAL]

Attest:
    THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF ST. CHARLES COUNTY, MISSOURIBy                /s/Title: President /s/ Debra WissmannTitle: Assistant Secretary SYNERGETICS DEVELOPMENT COMPANY, L.L.C.By               /s/ Kurt W. GamppTitle:  Member  -28-




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UNIFORM COMMERCIAL CODE RECEIPT
 
 UMB BANK, N.A., as TrusteeByTitle:
  -29-




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SCHEDULE 1




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SCHEDULE 2




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EXHIBIT A
  $2,645,000
    
    September 1, 2002
  (a)
    
    At or before 11:00 a.m., St. Louis, Missouri time, on the first day of each
calendar month, commencing May 1, 2003, as principal, the amount of the principal of
the Bonds (as hereinafter defined) coming due on such Bond Payment Date, whether at
stated maturity, by redemption or acceleration or otherwise;(b)
    
    At or before 11:00 a.m., St. Louis, Missouri time, on the first day of each
calendar month commencing October 1, 2002, as interest, the amount of the interest
coming due on the Bonds on such Bond Payment Date; and(c)
    
    At or before 11:00 a.m., St. Louis, Missouri time, on or before the day on
which any Bonds are to be redeemed, as premium, if any, the amount of the redemption
premium, if any, on the Bonds coming due on such Bond Payment Date.
 Article XII
    A-1




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ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO
PROTECT THE OBLIGOR AND THE ISSUER FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE
OBLIGOR AND THE ISSUER REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE ISSUER AND THE OBLIGOR, EXCEPT AS THE
ISSUER AND THE OBLIGOR MAY LATER AGREE IN WRITING TO MODIFY IT.
   SYNERGETICS DEVELOPMENT COMPANY, L.L.C.ByTitle: Member
 A-2




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THE INDUSTRIAL DEVELOPMENT AUTHORITYOF ST. CHARLES COUNTY, MISSOURIBy[SEAL]
    
    
    Title: PresidentATTEST:Title: Assistant Secretary




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EXHIBIT B
 Request No.
    
    Date:
  To:
    
    UMB Bank, N.A., as Trustee2 South Broadway, Suite 435St. Louis, Missouri 63102Attention: Corporate Trust Department
  Section 4.3 Section 4.3
 1.
    
    The date and number of this request are as set forth above.2.
    
    All terms in this request shall have and are used with the meanings specified
in the Loan Agreement.3.
    
    The names of the persons, firms or corporations to whom the payments requested
hereby are due, the amounts to be paid and the general classification and description
of the Project Costs or the Costs of Issuance for which each obligation requested to be
paid hereby was incurred are as set forth on Attachment I hereto.4.
    
    Such Project Costs or Costs of Issuance have been made or incurred by the
Obligor and have been paid by the Obligor, if payment to the Obligor is requested, or,
if payment to the Obligor is not requested, are presently due to the persons to whom
payment is requested, are valid Project Costs or Costs of Issuance under the Loan
Agreement and proper charges against the Project Fund and no part thereof was included
in any other request previously filed with the Trustee under the provisions thereof.5.
    
    Invoices, statements, vouchers or bills for the amounts requested are attached
hereto.
 SYNERGETICS DEVELOPMENT COMPANY, L.L.C.ByAuthorized Obligor Representative




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ByTitle:
 B-2




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REQUEST NO.
    
    DATED ,
  General classification and
    
    
    Specify whetherPerson, firm
    
    
    
    
    
    description of the Project
    
    
    to be funded fromor corporation
    
    
    
    
    
    Cost or Cost of Issuance
    
    
    Costs of Issuanceto whom payment
    
    Amount to
    
    
    for which the Obligation to
    
    
    Account or Projectis due (1)
    
    be paid
    
    
    be paid was incurred (2)
    
    
    Account
 
  (1)
    
    May be the Obligor if it has previously made such payment.(2)
    
    If a Project Cost, to be funded from the Project Account and if a Cost of Issuance, to be
funded from the Costs of Issuance Account.




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EXHIBIT C
   
          Schedule 1
 Very truly yours,SYNERGETICS DEVELOPMENT COMPANY, L.L.C.ByTitle:




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SCHEDULE 1
 as of      ,
 Financial Covenant
    
    Actual
    
    Required