**Exhibit 10.28**  (The above space is reserved for Recorder’s Certification.)     FUTURE ADVANCE DEED OF TRUST AND SECURITY AGREEMENT     THIS FUTURE ADVANCE DEED OF TRUST AND SECURITY AGREEMENT SECURES FUTURE ADVANCES AND FUTUREOBLIGATIONS AND SHALL BE GOVERNED BY SECTION 443.055 R.S.MO., AS AMENDED. THE TOTAL PRINCIPALAMOUNT OF THE PRESENT AND FUTURE ADVANCES AND OBLIGATIONS WHICH MAY BE SECURED HEREBY IS$2,645,000.     THE REAL PROPERTY ENCUMBERED BY THIS FUTURE ADVANCE DEED OF TRUST AND SECURITY AGREEMENT ISLEGALLY DESCRIBED ON PAGE 2 HEREOF.     THIS FUTURE ADVANCE DEED OF TRUST AND SECURITY AGREEMENT (this “Deed of Trust”) is dated as ofthis 1st day of September, 2002, by and between SYNERGETICS DEVELOPMENT COMPANY, L.L.C., a Missourilimited liability company (hereinafter called “Grantor”) having a mailing address of 88 HubbleDrive, O’Fallon, Missouri 63304, and Victor Zarrilli, as trustee (“Trustee”) having a mailingaddress of 6 South Broadway, St. Louis, Missouri 63102, and THE INDUSTRIAL DEVELOPMENT AUTHORITY OFST. CHARLES COUNTY, MISSOURI, a public corporation as beneficiary (“Beneficiary”) having a mailingaddress of 5988 Mid Rivers Mall Drive, St. Charles, Missouri 63304.     WITNESSETH:     WHEREAS, Grantor is justly indebted to Beneficiary, as evidenced by that promissory note ofGrantor dated as of September 1, 2002 (the “Note”), which Note is in the principal amount of$2,645,000, provides for interest as therein set forth, and has a stated final maturity date ofSeptember 1, 2002; and     WHEREAS, said Note was executed and delivered pursuant to that Loan Agreement dated as ofSeptember 1, 2002 (the “Loan Agreement”) by and between the Beneficiary and the Grantor;     WHEREAS, Grantor is now or hereafter may become otherwise obligated or indebted toBeneficiary, and Beneficiary may make future advances to Grantor, and Grantor may incur futureobligations to Beneficiary, whether pursuant to the Note or the Loan Agreement, as specified above(which Note and Loan Agreement are collectively herein called the “Debt Instruments”); and
 

 
     WHEREAS, the parties intend that this Deed of Trust shall secure the payment of andobligations under the Note, as specified above, all obligations of the Grantor under the LoanAgreement, all obligations of Grantor under this Deed of Trust, and any and all other present andfuture indebtedness (principal, interest, fees and other amounts), liabilities and obligations ofGrantor to Beneficiary arising under the Note, the Loan Agreement or any other Debt Instruments,including any and all amendments, modifications, extensions or renewals thereof, whether nowexisting or made or incurred after the date of execution of this Deed of Trust, in the maximumprincipal amount (exclusive of sums spent for the reasonable protection of the security of thisDeed of Trust, if any), of $2,645,000 (collectively, the “Indebtedness”);     NOW, THEREFORE, as security for the Indebtedness, and in consideration thereof, and the sum ofTen Dollars ($10.00) in hand paid, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, Grantor by these presents does hereby GRANT, BARGAINAND SELL, MORTGAGE, WARRANT, CONVEY AND CONFIRM, ASSIGN, TRANSFER AND SET OVER unto Trustee, hissuccessors and assigns, IN TRUST, forever, the following described real estate, chattels real,personal property and other properties, interests and rights, whether now owned or hereafteracquired by Grantor (collectively, the “Mortgaged Property”) situated in the County of St. Charles,State of Missouri, to-wit:Lot 7A-1 of O’FALLON CORPORATE CENTRE SUBDIVISION OF LOT 7A, as per plat thereof recorded in PlatBook 38 page 147 of the St. Charles County Records.HAVING a street address of Lot 7A1 of O’Fallon Corporate Center, O’Fallon, Missouri 63304; andTOGETHER with (1) all buildings, improvements and structures at any time, now or hereafter,erected, situated or placed thereon; (2) all rights, privileges, easements, rights of way,franchises, tenements, hereditaments, appendages and appurtenances thereunto belonging or inanywise appertaining; (3) all right, title, interest and estate of Grantor in and to streets,roads, ways, sidewalks, curbs, alleys and areas adjoining said real estate and portions thereof,private or public, and whether vacated by law or ordinance (conditionally or otherwise); (4) allrents, revenues, royalties, income, issues and profits, which are hereby specifically assigned,transferred and pledged primarily and on a parity with said real estate; (5) all fixtures andpersonal property now or at any time hereafter annexed, affixed or attached to said real estateand/or the buildings, improvements or structures thereon and all replacements, additions andsubstitutions thereof or thereto, including (but not limited to) all apparatus, appliances,machinery, equipment and articles used to supply or provide, or in connection with, heat, gas,air-conditioning, plumbing, water, lighting, power, elevator, sewerage, cleaning, refrigeration,cooling, ventilation and sprinkler systems, all water heaters, ranges, stoves, dishwashers anddisposals, all window shades, drapes and drapery equipment and apparatus, all carpeting, tile andfloor coverings, all fire prevention and extinguishing apparatus, all security and access controlapparatus, and all trees, plants and landscaping; (6) except for Permitted Encumbrances (as definedin the Loan Agreement), all other personal property, whether now owned or hereafter acquired byGrantor, and used or intended to be used in the possession, occupation or enjoyment thereof, andall replacements, additions and substitutions thereof and thereto, including (but not limited to)all furniture, furnishings and equipment, all appliances, all shelving and storage apparatus, allconstruction goods and materials whether or not the same have been incorporated into the buildingsor improvements thereon, and all tools, supplies and equipment used in connection withconstruction, repair, maintenance, janitorial or groundskeeping services thereon or therefor; (7)all existing and hereafter created or acquired accounts, contract rights and general intangiblesarising from or relating in any manner to the foregoing or the development or operation thereof;(8) all books, records, reports, tests, surveys, plans, specifications, permits, licenses anddocuments of any kind or nature relating to the foregoing or the development or operation thereof;and (9) all products and proceeds of any of the foregoing, including, without limitation, insuranceproceeds.
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     TO HAVE AND TO HOLD the Mortgaged Property and every part thereof unto Trustee, his successorsand assigns, forever, IN TRUST, nevertheless, to secure the payment of the Indebtedness and theperformance and observance by Grantor of every covenant and condition herein contained.**Representations and Warranties**. Grantor hereby represents and warrants to Trustee and Beneficiary:(i) that it is lawfully seized and possessed of a good and indefeasible title and estate in feesimple to the Mortgaged Property, and Grantor will forever warrant and defend the title to theMortgaged Property and every part thereof unto Trustee and Beneficiary against the claims anddemands of all persons whomsoever; (ii) that the Mortgaged Property and every part thereof is freeand clear of any and all liens, encumbrances and charges of every kind and character, includingliens of general and special taxes and assessments, excepting taxes for the current year which arenot yet due, excepting the lien of this Deed of Trust, and excepting any easements, rights of wayor restrictions of record shown as special exceptions in any title insurance policy insuring thisDeed of Trust; (iii) Grantor has inspected the Mortgaged Property and has researched andinvestigated the prior uses of the Mortgaged Property and all adjoining properties and, except asdisclosed in the Phase I Environmental Site Assessment prepared by SDI Engineering, Inc. prior tothe date of execution of this Deed of Trust, no Regulated Substances exist on, in, under or aboutthe Mortgaged Property or, to the best of Grantor’s knowledge, on any adjoining property; (iv) tothe best of Grantor’s knowledge, the Mortgaged Property has never been used as a waste disposalsite for any Regulated Substances, as a storage site for petroleum products or chemicals, or as amanufacturing site; (v) to the best of Grantor’s knowledge, no improvements or structures on theMortgaged Property contain asbestos or asbestos containing materials (whether or not the same isfriable); (vi) to the best of Grantor’s knowledge, there are not now nor have there ever been anyunderground storage tanks on the Mortgaged Property; (vii) Grantor will not allow any person now orhereafter occupying the Mortgaged Property to bring Regulated Substances onto the MortgagedProperty or to process or store or dispose of such substances on the Mortgaged Property, except inthe ordinary course of Grantor’s current business and in complete compliance with all applicablelaws and regulations; (viii) Grantor has checked with the applicable federal, state and localenvironmental protection offices, and with the local fire department, and there are no complaintson file or records or investigations or matters pending in said offices or departments alleging,concerning or indicating the presence or suspected presence, now or at any time in the past, ofRegulated Substances on, in, under or about the Mortgaged Property, and neither the MortgagedProperty nor the properties adjacent thereto are identified or contained on any listing of actual,suspected or potential hazardous waste sites; and (ix) shall either remove, close or maintain allmonitoring wells on the Mortgaged Property. The term “Regulated Substance” as used in this Deed ofTrust shall mean those materials and substances defined as hazardous substances in 42 U.S.C. §9601(14) and all other wastes and substances, now or hereafter defined as hazardous, toxic,dangerous, or otherwise regulated under any international, federal, state or local laws, rules orregulations pertaining to environmental pollution, contamination, protection, or waste management,treatment, storage, handling or disposal, and any other materials or substances, the exposure towhich is prohibited, limited or regulated by any governmental authority or which does or could posea hazard to the health or safety of the occupants of the Mortgaged Property or the owners and/oroccupants of any property adjacent thereto, including (but not limited to) explosives, radioactivematerials, asbestos, polychlorinated biphenyls (PCB’s), petroleum products and radon gas.**Covenants**. Grantor hereby expressly covenants and agrees with Trustee and Beneficiary that:(1) **Payment of Obligations**. Grantor will duly pay the Indebtedness secured hereby and allinterest thereon, as and when the same shall become due and payable, according to the termsthereof. (2) **Due on Sale or Encumbrance**. Grantor will not, without the prior written consent ofBeneficiary, transfer, convey or otherwise part with title to any of the Mortgaged Property,or any portion thereof or ownership interest therein, or create or permit or allow to exist or
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  to be created any mortgage, deed of trust, pledge or other lien or encumbrance on any of theMortgaged Property, other than this Deed of Trust and any other mortgages, deeds of trust andpledges in favor of Union Planters Bank, N.A. or any affiliate of Union Planters Bank, N.A.,and Grantor will not suffer or permit any mechanic’s or materialmen’s lien or anyother lien of any nature whatsoever to attach to any of the Mortgaged Property or toremain outstanding against the same or any part thereof.(3) **Insurance**. Grantor shall at all times at the cost and expense of Grantor keep all of theMortgaged Property of an insurable nature constantly insured against loss or damage asrequired by Section 5.5 of the Loan Agreement. Grantor shall at all times alsomaintain at the cost and expense of Grantor comprehensive general liability insurance in suchcoverage amounts as are required by Section 5.5 of the Loan Agreement. All insurancemoneys received on account of any loss or damage to the Mortgaged Property, after deductingtherefrom the reasonable charges and expenses paid or incurred in connection with thecollection and disbursement of said moneys, may be used and applied as provided in the LoanAgreement. In the event of loss or damage to the Mortgaged Property, Grantor shall giveimmediate written notice to the insurance carrier and to Beneficiary. Grantor hereby grantsto Trustee and Beneficiary acting jointly or severally, full power and authority to make proofof loss under any and all insurance policies, either in the name of Grantor, or in the name ornames of Trustee or Beneficiary, and to adjust, settle, collect and receipt for all insurance,and to endorse for and in behalf and in the name of Grantor any check, draft or otherinstrument received therefor, and to collect the proceeds thereof, and also, if an event ofdefault shall occur hereunder, to collect and receipt for any unearned premiums and to applysame on the Indebtedness secured hereby in such order and manner as Beneficiary may elect. Inthe event of foreclosure sale, any and all insurance policies may be assigned without consentof Grantor, and Grantor authorizes Trustee or Beneficiary to assign said policies to thepurchaser or purchasers at such foreclosure sale, or if Beneficiary so elects, Trustee orBeneficiary may collect any unearned premiums and apply the same on the Indebtedness securedhereby in such order and manner as Beneficiary may elect. (4) **Indemnity**. Grantor will protect, indemnify, defend and hold harmless Trustee and Beneficiaryfrom and against any and all claims, causes of action, suits, liabilities, damages, losses,costs and expenses (including attorneys’ fees), of whatever nature, which may arise or result,directly or indirectly by reason of the use or occupation of the Mortgaged Property or anypart thereof or any failure by Grantor to comply with the covenants contained herein. (5) **Repairs**. Grantor will at all times keep and maintain the Mortgaged Property and every partthereof in good order, repair and condition, without any liability of Trustee or Beneficiaryto any person for damage for failure to repair or for any other cause, and Grantor willpromptly make all needed and proper repairs, restorations, renewals and replacements thereof,so that at all times the value of the Mortgaged Property and every part thereof shall be fullypreserved and maintained, and Grantor will not cause or permit any waste on or of theMortgaged Property or otherwise allow the Mortgaged Property, or any part thereof, todepreciate in value by any act or neglect. (6) **Compliance**. Grantor will not use or suffer or permit to be used the Mortgaged Property orany part thereof in any manner inconsistent with the rights of Trustee or Beneficiaryhereunder, or in violation of the provisions of any insurance policy or any rules orregulations of insurance underwriters, and will comply with, and maintain, use and cause theMortgaged Property to at all times be in compliance with all laws, ordinances, rules,
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  regulations, orders and directions of any legislative, executive, administrative or judicialbody, officer or department applicable to the Mortgaged Property or to the uses or purposesthereof. (7) **Condemnation**. In the event the Mortgaged Property, or any part thereof, be taken throughcondemnation Proceedings or by virtue of the exercise of the right of eminent domain orpursuant to governmental action, any and all amounts awarded in any such condemnationproceeding for the taking of the Mortgaged Property, or any part thereof, shall be paid to UMBBank, N.A., as Trustee (the “Indenture Trustee”) under that certain Indenture of Trust datedas of September 1, 2002 (the “Indenture”) by and between the Beneficiary and the IndentureTrustee, and applied as provided in the Loan Agreement. (8) **Damage by Third Parties**. In the event any part of the Mortgaged Property shall be destroyedor damaged by any party or from any cause whereby Grantor becomes entitled to indemnity orrecovery therefor from any third person or persons, all of such sum or sums so due from anysuch third person or persons shall be paid to the Indenture Trustee and applied as provided inthe Loan Agreement. (9) **Taxes**. Grantor hereby covenants and agrees to pay any and all taxes, assessments, liens andother charges that may be levied or assessed against the Mortgaged Property, or any partthereof, prior to the time the same shall become delinquent, and Grantor shall promptlyprovide Beneficiary with proof of payment thereof. (10) **Environmental Compliance**. Grantor shall at its expense comply and maintain the MortgagedProperty in compliance with any and all national, state, local, judicial or other laws, rules,regulations and orders applicable to the Mortgaged Property with respect to the investigation,remediation, monitoring, release, handling, storage, transportation, discharge and/or removalof Regulated Substances (collectively, “Environmental Laws”), pay immediately when due thecost of removal of any such Regulated Substance which may be located on, in, under or aboutthe Mortgaged Property, and keep the Mortgaged Property free of any lien imposed pursuant toany such Environmental Law. In the event Grantor fails to do so, after notice to Grantor andthe expiration of one-half of any cure period permitted under applicable law, rule, regulationor executive order, Beneficiary may declare an event of default to have occurred under thisDeed of Trust and cause the Mortgaged Property to be freed from and decontaminated of theRegulated Substance or take or cause to be taken any other action with respect to any suchRegulated Substance or the Mortgaged Property to protect its interest therein. Grantor shallgive Beneficiary immediate written notice of any environmental enforcement action or anyinvestigation with respect to the existence or potential existence of any Regulated Substanceinstituted or threatened with respect to the Mortgaged Property. Grantor shall also giveBeneficiary immediate written notice of any condition or occurrence on the Mortgaged Propertywhich constitutes a violation of any Environmental Law or would justify a demand for removalor remediation under any Environmental Law. Grantor hereby grants to Beneficiary, its agentsand employees access to the Mortgaged Property and the right to (but in no case shallBeneficiary be in any way obligated or required to) remove any Regulated Substance on, in,under or about the Mortgaged Property in violation of the Environmental Laws and to performsuch investigation and/or remediation thereon, all at Grantor’s expense and as Beneficiaryshall see fit if Grantor fails to do so within a reasonable period of time after writtendemand therefor from the Beneficiary. Grantor agrees to protect, indemnify, defend and holdharmless Trustee and Beneficiary to the fullest extent allowed by law, from and against allclaims, demands, causes of action, suits, losses, damages (including, without 
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  limitation,punitive damages), violations of any Environmental Law, environmental response and clean-upcosts, fines, penalties and expenses (including, without limitation, reasonable counsel fees,cost and expenses incurred in investigating and defending against the assertion of suchliabilities), of any nature whatsoever, which may be sustained, suffered or incurred byTrustee and/or Beneficiary based upon, or in connection with, orrelating to, (i) the ownership or operation of the Mortgaged Property and allactivities relating thereto, (ii) any knowing or material misrepresentation ormaterial breach of warranty by Grantor, (iii) any compliance with or investigation,action or proceeding under or violations of the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980 (as amended) or any otherEnvironmental Law, (iv) the presence, remediation, clean-up or removal of anyRegulated Substance or evaluation or investigation of any release or threat ofrelease of any Regulated Substance, (v) any loss of or damage to natural resources,including damages to air, surface or ground water, soil and biota, and (vi) anyprivate or governmental suits or court or administrative orders or injunctionsrelating in any way to any Regulated Substances on, in, under or about the MortgagedProperty, or emanating therefrom. The specific indemnity and covenants contained inthis paragraph are in addition to and shall not be construed to narrow or in any wayrestrict the application of the other indemnities and covenants contained in thisDeed of Trust, notwithstanding any overlap in coverage.(11) **Change In Taxation Laws**. In the event of the enactment after the date hereof of any law ofthe State of Missouri or the United States of America imposing a specific tax on notes, bonds,or other evidences of indebtedness or obligations secured by a mortgage or deed of trust onreal estate, or in the event the laws now in force relating to taxes on notes, mortgages,bonds, or other evidences of indebtedness or obligations secured by mortgage or deed of trustshall be in any manner changed, or in case such a tax shall be assessed under any existinglaw, as the result of which Trustee or Beneficiary may become chargeable with the payment ofany such taxes, then and in any such event, Grantor covenants and agrees to pay to Trustee orBeneficiary, within thirty (30) days after written notice thereof, the amount of any such tax;provided that if Trustee or Beneficiary shall be required by law to pay any such tax, allmoneys so expended shall be due on demand, bear interest at the highest rate set forth in theDebt Instruments (or if no rate is specified, at the maximum lawful rate) and shall be securedhereby. In the event Grantor shall fail to pay or cause to be paid or to reimburse Trustee orBeneficiary for advances as aforesaid to pay any such tax or taxes, or if by such law itshould be illegal for Grantor to pay any such tax or taxes, then all of the Indebtednesssecured hereby shall, at the option of Beneficiary, become immediately due and payable withoutfurther notice, anything herein or in the evidences of any indebtedness or other obligationssecured by this Deed of Trust to the contrary notwithstanding; provided, however, that Grantorshall not be required to pay any such tax in excess of an amount which when added to theinterest paid by Grantor on the Indebtedness would exceed the maximum lawful rate allowed inthe State of Missouri. (12) **Inspections**. Beneficiary, or its agents, representatives or workmen, are authorized to enterat any reasonable time upon or in any part of the Mortgaged Property for the purpose ofinspecting the same and/or for the purpose of performing any of the acts it is authorized toperform hereunder. (13) **Title Disputes**. Should the Trustee or Beneficiary be made defendant in any suit involvingthe title to any of the Mortgaged Property, or involving the validity or priority of the lienof this Deed of Trust, then it is agreed that in every such case an attorneys’ fee in areasonable amount shall be fixed by the court in which said suit may be pending, and may beadjudged 
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  in favor of the attorney or attorneys of record representing said parties, which feeshall be adjudged against the Grantor, on motion made therein therefor as a part of the costsof such proceedings, and that such reasonable costs and expenses of said parties, shall alsobe fixed and adjudged as costs therein by the court, and it is agreed that all such fees,costs and expenses of every such proceeding shall be adjudged against said Grantor (if notcharged against a party other than the Trustee or the Beneficiary, their successors andassigns), and when so adjudged shall be secured by this Deed of Trust. (14) **Cure Payments**. If Grantor shall fail to pay any tax, assessment, lien or other charge leviedor assessed against the Mortgaged Property, or any part thereof, or shall fail to keep andperform any of the covenants and conditions herein contained, Trustee or Beneficiary, shall beprivileged, but shall not be obligated, to pay any such tax, assessment, lien, rent or othercharge, to redeem such property from any sale or foreclosure for taxes or assessments orliens, to effect and pay for insurance required hereunder, to perform or pay for any otherobligations, and to make such other disbursements as are necessary or advisable in the opinionof Trustee or Beneficiary to cure any default of Grantor hereunder or protect the lien or therights of Trustee and Beneficiary hereunder; any and all such sums of money advanced for suchpurposes by Trustee or Beneficiary shall be deemed additional Indebtedness secured by thisDeed of Trust and shall be payable on demand with interest accruing from the time so advancedat the highest rate per annum set forth under the Debt Instruments (or if no rate isspecified, at the maximum lawful rate), and failure on the part of Grantor to repay theamounts so advanced on demand shall constitute an event of default hereunder; provided,however, nothing herein contained shall be construed as requiring Trustee or Beneficiary toeffect such insurance or to advance or expend money or take any action for any of the purposesaforesaid. (15) **Rent Assignment**. This instrument is intended to create an absolute and present assignment toBeneficiary of the items of Mortgaged Property constituting rents, revenues, royalties,income, issues and profits, and not merely the passing of a security interest; provided, thatso long as no event of default exists hereunder, Grantor shall have the right and license tocollect said rents, revenues royalties, income, issues and profits as the same shall accrue. (16) **Security Agreement**. This instrument is intended to be a security agreement pursuant to theUniform Commercial Code for any of the items specified as part of the Mortgaged Propertywhich, under applicable law, may be subject to a security interest pursuant to the UniformCommercial Code, and Grantor hereby grants Beneficiary a security interest in said items,whether now owned or hereafter acquired, and including all products and proceeds of saiditems. Grantor agrees that Beneficiary may file this instrument, or a reproduction thereof,in the real estate records or other appropriate index, as a financing statement for any of theitems specified as part of the Mortgaged Property. Any reproduction of this instrument or ofany other security agreement or financing statement shall be sufficient as a financingstatement. In addition, Grantor agrees to execute and deliver to Beneficiary, uponBeneficiary’s request, any financing statements, as well as extensions, renewals andamendments thereof, and reproductions of this instrument, in such form as Beneficiary mayrequire to perfect a security interest with respect to said items. Grantor shall pay allcosts of filing such financing statements and any extensions, renewals and amendments thereof,and shall pay all reasonable costs and expenses of any record searches for financingstatements Beneficiary may reasonably require. Without the prior written consent ofBeneficiary, Grantor shall not create or suffer to be created pursuant to the UniformCommercial Code any other security interest in said items, including 
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  replacements andadditions thereto. Upon the occurrence of an event of default as hereinafter provided,Beneficiary shall have the remedies of a secured party under the Uniform Commercial Code and,at Beneficiary’s option, may also invoke the remedies as otherwise provided in thisinstrument. In exercising any of said remedies, Beneficiary may proceed against the items ofreal property and any items of personal property specified as part of the Mortgaged Propertyseparately or together and in any order whatsoever, withoutin any way affecting the availability of Beneficiary’s remedies under the UniformCommercial Code or of the remedies otherwise provided in this instrument.**Events of Default; Remedies**. If an event of default as specifically set forth herein shall occur,or in the event any one or more of the following events shall occur (an “event of default”): (a)If default shall be made in the payment of any of the Indebtedness secured hereby, or any interestthereon, within fifteen days of the date as and when the same shall become due and payable, whetherby reason of demand, acceleration or otherwise; (b) If default shall be made by Grantor in the dueperformance or observance of any covenant, agreement or condition herein contained or required tobe performed or observed by Grantor and such default shall continue for a period of thirty (30)days after the date of the mailing of a written notice addressed to Grantor at the addresshereinabove set forth, or to such other address as may be designated by Grantor in written noticedelivered to Beneficiary during which time such default is neither cured by Grantor nor waived inwriting by Beneficiary, provided that, if the failure stated in the notice cannot be correctedwithin said 30-day period, Beneficiary may, with Bondowner Consent (as defined in that certainIndenture of Trust dated as of September 1, 2002 by and between Beneficiary and UMB Bank, N.A., asTrustee), consent in writing to an extension of such time prior to its expiration if correctiveaction is instituted by Grantor within the 30-day period and diligently pursued to completion; (c)If any representation or warranty of Grantor contained herein shall prove to be in any materialrespect incorrect or if there shall be any breach of any such representation or warranty; (d) Ifthe Mortgaged Property or any portion thereof or ownership interest therein is sold, transferred,assigned or in any manner conveyed without the prior written consent of Beneficiary; (e) If adefault or event of default shall occur under or within the meaning of any other deed of trust ormortgage covering any of the Mortgaged Property; or (f) If any event of default shall occur underor within the meaning of the Loan Agreement or under any agreement, document or instrument(including any guaranty) evidencing or securing any of the Indebtedness secured hereby; (g) Ifpursuant to § 443.055 R.S.Mo., as amended, Grantor shall notify Beneficiary of Grantor’s electionto terminate the operation of this Deed of Trust as security for future advances or futureobligations;THEN, AND IN EACH AND EVERY SUCH EVENT: (1) All of the Indebtedness then outstanding and unpaidand all accrued and unpaid interest thereon shall, at the option of Beneficiary, become and be dueand payable immediately, anything in the Note or any other Debt Instrument evidencing any of theIndebtedness or in this Deed of Trust to the contrary notwithstanding; (2) Upon demand of Trusteeor Beneficiary, Grantor shall forthwith surrender to Beneficiary the actual possession of all ofthe Mortgaged Property and it shall be lawful (whether or not Grantor has so surrenderedpossession) for Beneficiary, either personally or by agents or attorneys, forthwith to enter intoor upon the Mortgaged Property and to exclude Grantor, the agents and servants of Grantor, and allparties claiming by, through or under Grantor, wholly therefrom, and Beneficiary shall thereupon besolely and exclusively entitled to possession of said Mortgaged Property and every part thereof,and to use, operate, manage and control the same, either personally or by managers, agents,servants or attorneys, to the fullest extent authorized by law; and upon every such entry, theBeneficiary may, from time to time, at the expense of Grantor, make all necessary and properrepairs and replacements to the Mortgaged Property as Beneficiary in its discretion sees fit, andany amounts so expended shall be due on demand, bear interest at the post-maturity rate set forthin the Note and shall be secured hereby; (3) may make demand for and collect and receive all rentsand income from Mortgaged Property, including rents and income accrued but unpaid prior to the dateof such default, and the receipt of Beneficiary therefor shall be binding on Grantor with respectto the amount so paid. All sums of
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money received by Beneficiary from rents and income, afterdeducting therefrom the reasonable charges and expenses paid or incurred in connection with thecollection and disbursement thereof, shall be applied to the payment of the Indebtedness securedhereby in such order and manner as specified in the Indenture. Any lessee of the MortgagedProperty, or any part thereof, shall be fully protected in relying and acting upon the writtenstatement of Beneficiary to the effect that this Deed of Trust is in default and that Beneficiaryis entitled to receive the rents and income hereunder, notwithstanding any notice to or knowledgeof said lessee to the contrary. Such lessee shall have no duty to determine that any sum paid toBeneficiary hereunder is properly applied by Beneficiary; (4) Trustee, at the request ofBeneficiary, shall proceed to sell, either by himself or by agent or attorney, the MortgagedProperty or any part(s) thereof at public vendue or outcry at the customary place to the highestbidder for cash after first giving notice as required by the statutes of the State of Missouri andupon such sale Trustee shall receive the proceeds of such sale and shall execute and deliver deedor deeds or other instruments of conveyance, assignment and transfer to the property sold, to thepurchaser or purchasers thereof; and (5) Trustee and/or Beneficiary may proceed by suit or suits atlaw or in equity to enforce the Indebtedness secured hereby and/or to foreclose this Deed of Trustand in such event Trustee shall be entitled to a reasonable fee for his services and Trustee andBeneficiary shall be entitled to a reasonable fee for the services of their attorneys and agents,and for all expenses, costs and outlays. Upon or at any time after the filing of any suit toforeclose the lien hereof, Beneficiary shall be entitled as a matter of right to the appointment ofa receiver of the Mortgaged Property, either before or after sale, without notice and withoutregard to the solvency or insolvency of Grantor at the time of the application for such receiver,and without regard to the solvency or insolvency of Grantor at the time of the application for suchreceiver, and without regard to the then value of the Mortgaged Property, and Trustee, orBeneficiary, may be appointed as such receiver. Such receiver shall have full power to collect therents, issues and profits from the Mortgaged Property and all other powers necessary or incidentalfor the protection, possession, control, management and operation of the Mortgaged Property.     In any sale or sales made by Trustee under the power herein granted, or upon any sale or salesunder or by virtue of any judicial proceedings: (i) the whole of the Mortgaged Property, real,personal and mixed, may be sold in one parcel as an entirety, or the Mortgaged Property may be soldin separate parcels as may be determined by Trustee in his discretion; (ii) all recitals containedin any deed or other instrument of conveyance, assignment or transfer made and delivered by Trusteein pursuance of the powers granted and conferred herein, shall be prima facie evidence of the factstherein set forth; (iii) such sale or sales shall operate to divest Grantor of all right, title,interest, claim and demand, either at law or in equity, under statute or otherwise, in and to theMortgaged Property and every part thereof so sold and shall be a perpetual bar, both in law orequity, against Grantor and any and all persons claiming or to claim from, through or underGrantor; and (iv) Beneficiary may bid for and purchase the Mortgaged Property or any part thereofand may make payment therefor by presenting to Trustee the Note secured hereby or the otherevidences of the Indebtedness secured hereby so that there may be endorsed as paid thereon theamount of such bid which is to be applied to the payment of the Indebtedness secured hereby asherein provided. Each time it shall become necessary to insert an advertisement of foreclosure,and sale is not had, Trustee shall be entitled to receive the sum of One Hundred Dollars ($100.00)for services and the amount of all advertising charges from Grantor, all of which shall be furthersecured hereby. Upon the foreclosure and/or sale of the Mortgaged Property, or any part thereof,the proceeds of such sale or sales shall be applied as follows: First, to the cost and expense ofexecuting this trust, including reasonable compensation of Trustee and reasonable attorneys’ feesand expenses, outlays for documentary stamps, cost of procuring title insurance commitments,continuing abstracts, title searches or examinations reasonably necessary or proper; next, to thepayment of any and all advances made by Trustee or Beneficiary, with interest thereon ashereinabove provided; next, to the payment of the balance of the Indebtedness secured hereby, withinterest thereon as therein provided; and any surplus thereafter shall be paid to Grantor or anyother party legally entitled thereto; provided that in the event the net proceeds of such sale orsales shall not be sufficient to pay in full the Indebtedness secured hereby, Grantor herebypromises and agrees to pay any deficiency thereon on demand with interest.
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     Grantor shall not apply for or avail itself of any appraisement, valuation, redemption, stay,extension or exemption laws, or any so-called “moratorium laws”, now existing or hereafter enacted,in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust, and herebywaives the benefit of such laws. Grantor, for itself, its successors and assigns, hereby whollywaives the period of redemption and any right of redemption provided under any existing or futurelaw in the event of a foreclosure of this Deed of Trust. Grantor, for itself and all who may claimthrough or under it, hereby waives any and all right to have the property and estates comprisingthe Mortgaged Property marshalledupon any foreclosure of the lien hereof and hereby agrees that any court having jurisdiction toforeclose such lien may order the Mortgaged Property sold as an entirety. Grantor hereby waivesany order or decree of foreclosure, pursuant to the rights herein granted, on behalf of theGrantor, and each and every person acquiring any interest in or title to the Mortgaged Property,subsequent to the date of this Deed of Trust, and on behalf of all other persons to the extentpermitted by applicable law.     The Trustee may resign at any time by written instrument to that effect delivered toBeneficiary. Beneficiary shall be entitled to remove, at any time and from time to time, includingany time before, during or after the commencement or completion of any foreclosure proceeding, theTrustee. In case of the death, removal, resignation, refusal to act or otherwise being unable toact of the Trustee, Beneficiary shall be entitled to select and appoint a successor Trusteehereunder by an instrument duly executed, acknowledged and recorded in the manner and form forconveyances of real estate in the State of Missouri, which recording may occur before, during orafter the commencement or completion of any foreclosure proceeding, and any such successor Trusteeshall thereupon succeed to Trustee as Trustee hereunder and to all of the rights, powers, duties,obligations and estate of said Trustee as if specifically named herein, provided no defect orirregularity in the resignation or removal of said Trustee or in the appointment of a successorTrustee or in the execution and recording of such instrument shall affect the validity of saidresignation, removal or appointment or any act or thing done by such successor Trustee pursuantthereto. Additionally, whether the recording of the successor Trustee instrument takes placebefore, during or after the commencement or completion of any foreclosure proceeding shall have noeffect upon the validity of said proceeding. Trustee shall not be disqualified from acting asTrustee hereunder or from performing any of the duties of Trustee, or from exercising the rights,powers and remedies herein granted, by reason of the fact that Trustee is an officer, employee orstockholder of the Indenture Trustee, or is interested, directly or indirectly, as the holder ofthe Note or other Indebtedness secured hereby, Grantor hereby expressly consenting to Trusteeacting as Trustee irrespective of the fact that Trustee might be otherwise disqualified for any ofthe foregoing reasons, and that any interest which Trustee or any successor shall have or mayacquire in the Indebtedness secured hereby, or the Mortgaged Property, shall neither interfere withnor prevent his acting as Trustee or from purchasing said property at said sale or sales, and allparties waive any objection to Trustee having or acquiring any such interest in the Indebtedness orMortgaged Property and continuing to act as Trustee. Trustee covenants faithfully to perform andfulfill the trust herein created, but shall be liable, however, only for gross negligence orwillful misconduct as determined by a court of competent jurisdiction.     No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to beexclusive of any other remedy, but every remedy herein provided shall be cumulative, and shall bein addition to every other remedy given hereunder or now or hereafter existing at law or in equity,or by statute; and every power and remedy given by this Deed of Trust to Trustee or to Beneficiarymay be exercised from time to time and as often as may be deemed expedient. No delay or omissionby Trustee or by Beneficiary to exercise any right or power arising from any default shall impairany such right or power or shall be construed to be a waiver of any default or an acquiescencetherein. In case Trustee shall have proceeded to enforce any right under this Deed of Trust byforeclosure, entry or otherwise, and such proceedings shall have been discontinued or abandonedbecause of waiver or for any other reason, or shall have been determined adversely, then, and insuch and every such case, Grantor and Trustee shall severally and
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respectively be restored to theirformer positions and rights hereunder in respect of the Mortgaged Property, and all rights,remedies and powers of Trustee shall continue as though no such proceedings had been taken. If anyadditional sum or sums shall become due and owing, by Grantor to Beneficiary, pursuant to theprovisions hereof, the affidavit of Beneficiary shall be sufficient evidence of the fact that suchadditional sums are secured hereby in the amount set forth in such affidavit.**General Provisions**. This Deed of Trust and all provisions hereof shall extend to and be bindingupon Grantor and all parties claiming by, through or under Grantor. All covenants and agreementsof Grantor herein shall be joint and several. Grantor acknowledges and agrees that all expensesand amounts expendedby Trustee and/or Beneficiary or owed to Trustee or Beneficiary under any indemnity in this Deed ofTrust, shall be due as and when incurred, bear interest at the highest rate set forth in the DebtInstruments (or if no rate is specified, at the maximum lawful rate) and shall constituteIndebtedness secured hereby, and all indemnities contained in this Deed of Trust shall applynotwithstanding any negligent conduct or omission of Beneficiary or Trustee (except to the extentof gross negligence or willful misconduct on the part of Beneficiary or Trustee), are in additionto any legal liability or responsibility Grantor otherwise has, and shall survive the foreclosureof this Deed of Trust and the payment of the obligations secured hereunder. The unenforceabilityor invalidity of any provision or provisions of this Deed of Trust shall not render any otherprovision or provisions herein contained unenforceable or invalid. The term “Beneficiary” shall bedeemed to mean and include the endorsee(s), transferee(s) or the holder(s) at the time being of theDebt Instruments and/or any of the other Indebtedness secured hereby, and the successors andassigns of Beneficiary, and the term “Trustee” shall be deemed to mean and include any successorsof the Trustee in the trust hereby created; and the covenants and agreements shall bind and inureto the benefit of the heirs, executors, personal representatives, successors and assigns of Grantorand the successors in trust of the Trustee and the endorsee(s), transferee(s), successors andassigns of Beneficiary. All of the grants, covenants, terms, agreements, provisions and conditionsherein contained shall run with the land. Time is of the essence of all Grantor’s obligationshereunder. The captions or headings used herein are for the convenience of. the parties and arenot a part of this Deed of Trust. To the extent that proceeds of the Indebtedness secured herebyor advances under this Deed of Trust are used to pay any outstanding lien, charge or priorencumbrance against the Mortgaged Property, Beneficiary is hereby subrogated to any and all rightsand liens held by any owner or holder of such outstanding liens, charges and prior encumbrances,irrespective of whether said liens, charges or encumbrances are released. Trustee hereby lets theMortgaged Property to Grantor and assigns until this Deed of Trust be released and satisfied, oruntil default be made under the covenants and agreements hereof, upon the following terms, to-wit:Grantor and all persons claiming or possessing said Mortgaged Property or any part thereof, shallpay rent therefor during said term at one cent per month, payable on demand, and shall and willsurrender peaceful possession of said premises, and every part thereof, to Trustee immediately uponsuch default, and without notice or demand therefor, provided that nothing in this Deed of Trustshall be construed to prevent the Beneficiary from having and taking every legal means to enforcepayment of the Indebtedness secured hereby, without having first enforced this Deed of Trust;provided, further that if Grantor shall well and truly pay or cause to be paid to Beneficiary theIndebtedness secured hereby as and when the same shall become due and payable and this Deed ofTrust is no longer intended to secure future advances and future obligations under Section 443.055R.S.Mo., as amended, then this trust shall cease and be void and the Mortgaged Propertyhereinbefore conveyed shall be released at the cost of Grantor, otherwise to remain in full forceand effect. To the extent that Beneficiary receives any payment on account of the Indebtedness andany such payment(s) or any part thereof is subsequently invalidated, declared to be fraudulent orpreferential, set aside, subordinated and/or required to be repaid to a trustee, receiver or anyother party under any bankruptcy act, state or federal law, common law or equitable cause, then, tothe extent of such payment(s) received, the Indebtedness or part thereof intended to be satisfiedand any and all liens, security interests, mortgages and/or other encumbrances upon or pertainingto any assets of Grantor and theretofore created and/or existing in favor of Beneficiary assecurity for the payment of such Indebtedness shall be revived and continue in full force andeffect, as if such payment(s) had not been received by Beneficiary and applied on account of theIndebtedness.
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**Loan Agreement to Prevail**. In the event of any conflict between the provisions of this Deed ofTrust and the Loan Agreement, the provisions of the Loan Agreement shall prevail.**Entire Agreement. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEARFROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOTENFORCEABLE. TO PROTECT THE GRANTOR AND THE BENEFICIARY FROM MISUNDERSTANDING OR DISAPPOINTMENT,ANY AGREEMENTS THE GRANTOR AND THE BENEFICIARY REACH COVERING SUCH MATTERS ARE CONTAINED INTHIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THEBENEFICIARY AND THE GRANTOR, EXCEPT AS THE BENEFICIARY AND THE GRANTOR MAY LATER AGREE IN WRITINGTO MODIFY IT.**     IN WITNESS WHEREOF, Grantor has executed this Future Advance Deed of Trust and SecurityAgreement the day and year first above written.     Grantor:      SYNERGETICS DEVELOPMENT COMPANY, L.L.C.