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EXHIBIT 10.45
 PROMISSORY NOTE
 Principal
    
    Loan Date
    
    Maturity
    
    Loan No.
    
    Call / Coll
    
    Account
    
    Officer
    
    Initials$1,427,105.00
    
    09-30-2005
    
    09-30-2008
    
    232000226394
    
    4A / 51
    
    
    
    ***
 
 Borrower:
    
    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
 Principal Amount: $1,427,105.00
    
    Initial Rate: 6.750%
    
    Date of Note: September 30, 2005
 PROMISE TO PAY. SYNERGETICS, INC. (MISSOURI CORPORATION) (Borrower) promises to pay to Union
Planters Bank NA (Lender), or order, in lawful money of the United States of America, the
principal amount of One Million Four Hundred Twenty-seven Thousand One Hundred Five & 00/100
Dollars ($1,427,105.00), together with interest on the unpaid principal balance from September 30,
2005, until paid in full.
 PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay
this loan in 35 principal payments of $39,641.81 each and one final principal and interest payment
of $39,872.07. Borrowers first principal payment is due October 30, 2005, and all subsequent
principal payments are due on the same day of each month after that. In addition, Borrower will
pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning
October 30, 2005, with all subsequent interest payments to be due on the same day of each month
after that. Borrowers final payment due September 30, 2008, will be for all principal and all
accrued interest not yet paid. Unless otherwise agreed or required by applicable law, payments
will be applied first to any accrued unpaid interest; then to principal; then to any unpaid
collection costs; and then to any late charges. The annual interest rate for this Note is computed
on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding. Borrower will pay Lender at Lenders address shown above or at
such other place as Lender may designate in writing.
 VARIABLE INTEREST RATE. The Index currently is 6.750% per annum.
The interest rate to be applied to the unpaid principal balance of this Note will be at a rate
equal to the Index, resulting in an initial rate of 6.750% per annum.
 PREPAYMENT.
 LATE CHARGE. 6.000% of the unpaid
portion of the regularly scheduled payment




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INTEREST AFTER DEFAULT.
 DEFAULT.
 Payment Default.
 Other Defaults.
 False Statements.
 Insolvency.
 Creditor or Forfeiture Proceedings.
 Events Affecting Guarantor.
 Change In Ownership.
 Adverse Change.
 Insecurity.
 Cure Provisions.
 LENDERS RIGHTS.
 COLLATERAL.
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ATTORNEYS FEES; EXPENSES.
 JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.
 GOVERNING LAW. This Note 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 Note has been accepted by Lender in the State of Missouri.
 CHOICE OF VENUE.
 DISHONORED ITEM FEE.
 RIGHT OF SETOFF.
 ARBITRATION. Borrower and Lender agree that all disputes, claims and controversies between them
whether Individual, joint, or class in nature, arising from this Note 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 securing this Note 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 securing this Note, including any claim to
rescind, reform, or otherwise modify any agreement relating to the collateral securing this Note,
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 Note 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.
 SUCCESSOR INTERESTS.
 NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
 GENERAL PROVISIONS.
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ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT
OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE
LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT
YOU (BORROWER(S)) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
 JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.
 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING
THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
 BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
 THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
 BORROWER:SYNERGETICS, INC. (MISSOURI CORPORATION)By:
    
    /s/ Gregg D. SchellerGREGG D. SCHELLER, President of
SYNERGETICS, INC. (MISSOURI CORPORATION)
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