**EXHIBIT 10.36**
**BOND PURCHASE AGREEMENT**
     THIS BOND PURCHASE AGREEMENT, dated as of December 1, 2004, by and among THE INDUSTRIALDEVELOPMENT AUTHORITY OF ST. CHARLES COUNTY, MISSOURI, a public corporation organized under thelaws of the State of Missouri (the “Issuer”), UNION PLANTERS BANK, N.A., St. Louis, Missouri, anational banking association (the “Purchaser”) and SYNERGETICS DEVELOPMENT COMPANY, L.L.C., alimited liability company organized under the laws of the State of Missouri (the “Obligor”).
W I T N E S S E T H:
**ARTICLE I**
**COVENANTS**
     The Issuer covenants that:
     ***SECTION 1.1. Authority.***To its knowledge, the covenants of the Issuer contained in the LoanAgreement dated as of September 1, 2002 (the “Original Agreement”) as supplemented by the FirstSupplemental Loan Agreement dated as of even date herewith (the “First Supplemental Loan Agreement”and, together with the Original Agreement, the “Agreement”) between the Issuer and the Obligor aretrue and correct. The execution and delivery of this Bond Purchase Agreement, the Indenture ofTrust, dated as of September 1, 2002 (the “Original Indenture”), as supplemented by the FirstSupplemental Indenture of Trust dated as of even date herewith (the “First Supplement” and,together with the Original Indenture, the “Indenture”), by and between the Issuer and UMB Bank,N.A., as Trustee (“Trustee”), the aggregate principal amount of $2,330,000 Private Activity RevenueBonds, Series 2004 (Synergetics Development Company Project) issued pursuant to the FirstSupplement (the “Bonds”), the Assignment, dated as of even date herewith, by and between the Issuerand the Trustee (the “Assignment”), the Tax Compliance Agreement dated as of even date herewithamong the Issuer, the Obligor and the Trustee (the “Series 2004 Tax Compliance Agreement”) and theAgreement and the acceptance of the First Supplemental Future Advance Deed of Trust and theSecurity Agreement, dated as of even date herewith, executed by the Obligor as Grantor to themortgage trustee named therein for the benefit of the Issuer (the “First Supplemental Deed ofTrust”), the First Supplemental Assignment of Leases (the “First Supplemental Assignment ofLeases”) executed by the Obligor and the First Supplemental Guaranty of Unassigned Issuer’s Rights,dated as of even date herewith executed by the Corporate Guarantor for the benefit of the Issuer(the “Guaranty of Unassigned Issuer’s Rights” and hereinafter, together with the Deed of Trust, theAssignment of Leases, the Guaranty (as defined in the Original Indenture) and the SecurityAgreement (as defined in the Original Indenture), the “Collateral Documents”) are within itsauthority and have been duly authorized by proper proceedings and, to its knowledge, will notcontravene its articles of incorporation or by-laws or any judgment, action, decree, agreement orinstrument to which it is a party. Execution of the Indenture, the Bonds, the Agreement, theAssignment, the Tax Compliance Agreement and this Bond Purchase Agreement has been authorized bythe Issuer.
     ***SECTION 1.2. Use of Proceeds.***The proceeds of the sale of the Bonds will be deposited in theProject Fund created by the Indenture (the “Project Fund”) and used as provided in the Agreementand the Indenture. The proceeds of the sale of the Bonds to be issued pursuant to the Indenturewill not be used for any purpose other than as provided in the Agreement and the Indenture.
     ***SECTION 1.3. Litigation and Governmental Authorization.***To its knowledge, there is no actionor proceeding pending or threatened by or against the Issuer before any court or administrativeagency which might adversely affect the authority or ability of the Issuer to perform itsobligations under the Agreement, the Indenture, the Collateral Documents, this Bond PurchaseAgreement or the Bonds, or

 

any related documents. To its knowledge, all authorizations, consentsand approvals of governmental bodies or agencies applicable to Issuer required by the Act inconnection with the execution and delivery by the Issuer of the Agreement, the Indenture, theCollateral Documents, this Bond Purchase Agreement and the Bonds or in connection with the carryingout by Issuer of its obligations under the Agreement, the Indenture, the Collateral Documents, thisBond Purchase Agreement or the Bonds have been obtained.
**ARTICLE II**
**OBLIGOR’S REPRESENTATIONS AND WARRANTIES**
     The Obligor represents and warrants that:
     ***SECTION 2.1. Existence.***The Obligor has been duly organized and is validly existing as alimited liability company under the laws of the State of Missouri with full power and authority toown its properties and conduct its business as contemplated by the Agreement and is conducting itsbusiness in substantial compliance with all applicable and valid laws, rules and regulations ofeach jurisdiction where it owns or leases substantial property or where it transacts materialintrastate business.
     ***SECTION 2.2. Authority.***The Obligor has full power and authority to execute and deliver theAgreement, the Promissory Note dated as of even date herewith pursuant to the First SupplementalLoan Agreement (the “Series 2004 Note”), the Collateral Documents to which it is a party and thisBond Purchase Agreement and to carry out the terms thereof on its part to be performed. This BondPurchase Agreement, the Agreement, the Collateral Documents to which it is a party and the Series2004 Note, when executed and delivered by the Obligor, will be in full force and effect and will bevalid and binding obligations of the Obligor, enforceable in accordance with their terms. Theconsummation of the transactions herein described and the carrying out of the terms thereof willnot result in a violation of any provision of, or a default under, the Articles of Organization orOperating Agreement of the Obligor or any indenture, mortgage, deed of trust, indebtedness oragreement, judgment or decree to which the Obligor is now a party or by which the Obligor or itsproperty is now bound.
     ***SECTION 2.3. Authorization and Absence of Defaults.***All consents, approvals, authorizationsand other requirements prescribed by any law, governmental rule or regulation applicable to theObligor which must be obtained or satisfied by the Obligor in connection with the transactionsdescribed herein have been obtained and satisfied. The Obligor is not in violation of anyprovision of its Articles of Organization or Operating Agreement and the Obligor is not inviolation of any provision of, or in default under, any indenture, mortgage, deed of trust,indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation to whichit is a party or by which it or its property is bound. There is no action, suit, proceeding,inquiry or investigation at law or in equity before or by any judicial or administrative court oragency pending or, to the best knowledge of the Obligor, threatened, against the Obligor, to whichthe Obligor is or may become a party or to which any of its property is or may become subjectwherein an unfavorable decision, ruling or finding would adversely affect the validity orenforceability of the Indenture, the Agreement, the Series 2004 Note, the Collateral Documents towhich it is a party, this Bond Purchase Agreement or the transactions described herein or therein,or the validity of the Bonds, or that should have a material adverse effect on the financialcondition or operations of the Obligor. The obligations of the Obligor under the Agreement, theCollateral Documents to which it is a party and the Series 2004 Note are not subordinate to therights of those claiming by, under or through any indentures, loan agreements or other instrumentsto which the Obligor is a party or by which the Obligor is or may be bound pursuant to the termsthereof, except as identified in said documents.
     ***SECTION 2.4. Tax-Exempt Status.***The information supplied by the Obligor in writing withrespect to the tax-free status of the Bonds for use by Bond Counsel including all certificatesexecuted in connection with the issuance of the Bonds and so identified therein is correct and complete inall material respects.
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**ARTICLE III**
**THE BONDS**
     ***SECTION 3.1. Issuance of Bonds.***The Purchaser agrees, upon the terms and subject to theconditions contained in this Bond Purchase Agreement, to purchase from the Issuer, and the Issueragrees to issue and sell to the Purchaser, the Bonds in the principal amount of $2,330,000 at apurchase price equal to the principal amount of the Bonds, which purchase price shall be paid inimmediately available funds. The purchase price shall be paid by the Purchaser to the Trusteeunder the Indenture who shall credit such amount to the Project Fund and such payment shall beevidenced to the Issuer by a written receipt of the Purchaser. The Bonds sold hereunder shall bedesignated “Private Activity Revenue Bonds, Series 2004 (Synergetics Development Company Project)”and shall be dated their date of issuance and shall be substantially in the form set forth in, andsubject to the terms and provisions of, the Indenture.
     ***SECTION 3.2. Closing.***The purchase of the Bonds shall occur on December 23, 2004, at 10:00a.m. at the offices of Gilmore & Bell, P.C., One Metropolitan Square, Suite 2350, 211 N. Broadway,St. Louis, Missouri, or at such other place, at such time, and on such date as the Issuer and thePurchaser shall mutually agree (the “Closing”).
     ***SECTION 3.3. Conditions of Purchase of the Bonds.***The obligation of the Purchaser topurchase the Bonds hereunder is conditioned upon:
     (1) receipt by the Purchaser of three business days’ notice from the Issuer of the proposed dateand time of purchase if different than as set forth above;
     (2) at the conclusion of such sale and after the application of any proceeds therefrom no event ofdefault specified in the Agreement, the Collateral Documents or the Indenture and no event which,with the giving of notice or lapse of time or both, would become such an event of default shallhave occurred and be continuing;
     (3) (i) the covenants of the Issuer contained or referred to in Section 1 hereof; and (ii)the representations and warranties of the Obligor in the Agreement and the Collateral Documents towhich it is a party;
     (4) receipt by the Purchaser of the Bonds;
     (5) receipt by the Purchaser of fully executed copies of this Bond Purchase Agreement, the FirstSupplemental Loan Agreement, the Collateral Documents, the Series 2004 Note, duly endorsed to theTrustee and the other closing documents;
     (6) receipt by the Purchaser of an opinion of Gilmore & Bell, P.C., as Bond Counsel, in form andsubstance satisfactory to the Issuer and the Purchaser;
     (7) receipt by the Purchaser of an opinion of counsel for the Issuer, an opinion of counsel forObligor, each dated the date of Closing in form and substance satisfactory to the Issuer, thePurchaser and to Gilmore & Bell, P.C., Bond Counsel;
     (8) receipt by the Purchaser of the Tax Compliance Agreement in form and substance satisfactory tothe Issuer, the Purchaser and to Gilmore & Bell, P.C., Bond Counsel;
     (9) receipt by the Purchaser of evidence that title to the real property encumbered by the FirstSupplemental Deed of Trust located in the County of St. Charles, Missouri and
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more particularlydescribed in the Deed of Trust is vested in the Obligor, and specifically, receipt of a titlecommitment for ALTA Loan Policy (Form 1970) in the amount of $4,975,000; at Closing, the titleinsurance company must issue the required policy with all standard exceptions deleted, no otherexceptions not previously approved by Purchaser and with such affirmative coverages as Purchasershall require, including, without limitation, zoning endorsement (ALTA Form 3.0), comprehensiveendorsement (CLTA Form 100), future advances and survey endorsements, and satisfactory mechanic’slien coverage including, at a minimum, monthly endorsements insuring against mechanic’s liensarising from nonpayment of bills for labor performed or materials furnished prior to the date ofthe most recent sworn contractor’s statement;
     (10) receipt by the Purchaser of evidence of the existence and good standing in the State ofMissouri of the Issuer and the Obligor;
     (11) organizational documents and authorizing resolutions of the Obligor and the CorporateGuarantor, including articles of association, operating agreement, member resolutions, articles ofincorporation, by-laws and board resolutions, together any fictitious name registration; theObligor shall furnish or cause to be furnished to the Purchaser such certificates, resolutions, andother documents necessary to evidence the authority of the person or persons signing the FirstSupplemental Loan Agreement, the Series 2004 Note and the Collateral Documents on behalf of theObligor and the Corporate Guarantor to execute such documents and consummate the transactionsherein contemplated;
     (12) policies or certificates for the insurance required by Section 4.4 of the First SupplementalLoan Agreement;
     (13) survey satisfying title insurer, showing the improvements thereon as of a date not more thanthree months prior to the date of issuance of the Bonds made by a registered civil engineer orsurveyor licensed in Missouri, in accordance with the standard detail requirements for land titlesurveys adopted by ATA and ACSM, as revised and in effect on the date of the survey, which surveyshall be certified to as being accurate by the surveyor, said certification running to the Obligor,the Trustee, title company and the Purchaser, and it shall show no encroachments on such land byadjoining structures and no encroachments upon adjoining premises by the buildings and improvementserected and installed upon said land, showing ingress and egress to and from public rights-of-wayto the land, showing all easements, showing the location of the Series 2004 Project and showing alegal description of the land and the location of adjacent streets or otherwise in form andsubstance satisfactory to Purchaser;
     (14) flood plain certification by a surveyor or engineer; if any portion of the Series 2004 Projectis in a flood plain, satisfactory flood insurance coverage shall be required naming the Trustee asinsured;
     (15) an appraisal of the Series 2004 Project prepared by an independent, qualified appraiseracceptable to Purchaser;
     (16) appropriate environmental inspections, tests and record searches, and a report thereof by anenvironmental engineer or other person satisfactory to the Purchaser, stating that there is noevidence of hazardous or toxic materials on or affecting the Series 2004 Project.
     (17) receipt by the Purchaser of Uniform Commercial Code search requests, as of a date not morethan one month prior to Closing, with respect to the Obligor in all jurisdictions as the Purchasermay request, which shall show no filings with respect to the Obligor except those acceptable to thePurchaser;
     (18) such additional items as the Purchaser or its counsel may reasonably require;
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     (19) the Obligor shall pay, without limitation, all costs and expenses incurred by the Purchaser inconnection with the purchase of the Bonds and the disbursement of the proceeds thereof, includingbut not limited to legal expenses, title insurance premiums, the fees of the Purchaser’s disbursingagent and/or disbursement advisor, survey, recording and filing fees, mortgage registration tax,and any other type of mortgage tax, if any; and
     (20) a requisition duly executed by the Authorized Obligor Representative requesting payment of theissuance fee and counsel fees charged by the Issuer shall have been delivered to the Trustee.
The receipt by or on behalf of the Issuer of payment by the Purchaser of the purchase price of theBonds under Section 3.1 shall be deemed to be a covenant by the Issuer as of the date ofsuch receipt as to the facts specified in (2) and (3) above.
**ARTICLE IV**
**COVENANTS**
     ***SECTION 4.1. Reaffirmation.***The Issuer reaffirms to the Purchaser its covenants andagreements contained in the Agreement as being true and correct as of the Closing.
     ***SECTION 4.2. Purchaser Representations.***The Purchaser acknowledges that in purchasing theBonds it is not relying on any representations of the Issuer with respect to the financial qualityof the Bonds. The Purchaser is relying solely on statements and representations of the Obligor,and on its own knowledge and investigation of the facts and circumstances relating to the purchaseof the Bonds.
     ***SECTION 4.3. No Registration.***The Purchaser understands that the Bonds have not beenregistered under the Securities Act of 1933, as amended, and that such registration is not legallyrequired. The Purchaser is purchasing the Bonds for its own account for investment and has nopresent intention of distributing or selling such Bonds or any portion thereof or any interesttherein, but expressly reserves the right to sell the Bonds or sell participations in the Bonds.
     ***SECTION 4.4. Sophisticated Investor.***The Purchaser acknowledges that its business is that ofa commercial bank having substantial assets. In connection with its business, the Purchaser holdsan extensive portfolio of investments and other securities. The Purchaser has knowledge andexperience in financial and business matters and is capable of evaluating the merits and risks ofpurchasing the Bonds and is not relying on any information supplied or representations orwarranties made by the Issuer with respect to the Obligor or the Series 2004 Project.
     ***SECTION 4.5. Access to Information.***The Purchaser covenants that it is familiar with thebusiness and properties of the Obligor. The Purchaser has had access to the same kind ofinformation that is specified in Schedule A of the Securities Act of 1933, relative to the businessof the Obligor to the extent that the Obligor possesses such information or can acquire it withoutunreasonable effort or expense. The Issuer and the Obligor have made available, during the courseof the transaction and prior to the purchase of the Bonds, to the Purchaser, the opportunity to askquestions and receive answers from such parties concerning the terms and conditions of the Bondoffering and to obtain any additional information relative to the financial data and business ofsuch parties and the property to be mortgaged to the extent that such parties possess suchinformation or can acquire it without unreasonable effort or expense.
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     ***SECTION 4.6. Documents.***The Agreement, the Collateral Documents, the Series 2004 Note, theIndenture, and this Bond Purchase Agreement, as finally executed, contain terms and are in formacceptable to the Purchaser.
     ***SECTION 4.7. Reliance.***The Issuer and the Purchaser agree that the Obligor is entitled torely on their respective covenants and representations contained in this Bond Purchase Agreement.
**ARTICLE V**
**MISCELLANEOUS**
     ***SECTION 5.1. Limitation.***Anything in this Bond Purchase Agreement to the contrarynotwithstanding, no director or officer of the Issuer shall be personally liable on this BondPurchase Agreement or any contract or obligation executed pursuant hereto.
     ***SECTION 5.2. Notices.***All notices, demands or other communications hereunder shall be inwriting and shall be deemed to have been given when the same are (i) deposited in the United Statesmail and sent by first class mail, postage prepaid, or (ii) delivered, in each case, to the partiesat the addresses set forth below or at such other address as a party may designate by notice to theother parties: (a) if to the Issuer, at 5988 Mid Rivers Mall Drive, St. Charles, Missouri 63304,Attention: President; and (b) if to the Purchaser, at 8182 Maryland Avenue, Suite 200, St. Louis,Missouri 63105, Attention: Anne Silvestri. A copy of all such notices, demands or othercommunications hereunder shall be mailed to the Obligor at 3845 Corporate Centre Drive, O’Fallon,Missouri 63304, Attention: William Bates.
     ***SECTION 5.3. Term of Agreement.***The term of this Agreement shall be until the termination ofthe Purchaser’s obligation to purchase the Bonds hereunder or until the payment in full of theBonds and any other amounts due to the Purchaser under the Series 2004 Note, the CollateralDocuments and the Agreement, whichever is later.
     ***SECTION 5.4. Copies of Certificates, Etc.***Whenever the Issuer is required to delivernotices, certificates, opinions, statements or other information hereunder to the Purchaser, itshall do so in such number of copies as the Purchaser shall reasonably specify.
     ***SECTION 5.5. No Waivers.***No failure or delay by the Purchaser in exercising any right, poweror privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercisethereof preclude any other or further exercise thereof or the exercise of any other right, power orprivilege.
     ***SECTION 5.6. Governing Law.***This Bond Purchase Agreement and the Bonds shall be deemed to bea contract made under and shall be construed in accordance with and governed by the laws of theState of Missouri.
     ***SECTION 5.7. Changes, Waivers, Etc.***Neither this Bond Purchase Agreement nor any provisionhereof may be changed, waived, discharged or terminated orally, except by a statement in writingsigned by each party against which enforcement of this change, waiver, discharge or termination issought.
     ***SECTION 5.8. Counterparts.***This Bond Purchase Agreement may be signed in any number ofcounterparts with the same effect as if the signatures thereto and hereto were upon the sameinstrument. Complete sets of counterparts shall be lodged with the Issuer and the Purchaser.
     ***SECTION 5.9. Other Terms.***Terms defined in the Indenture and not otherwise defined hereinshall have the meanings herein as prescribed for them in the Indenture.
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      THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ST. CHARLES