**Exhibit 10.30****GUARANTY OF UNASSIGNED ISSUER’S RIGHTS**     THIS GUARANTY OF UNASSIGNED ISSUER’S RIGHTS dated as of September 1, 2002 (the “IssuerGuaranty”), by and among William L. Bates, Gregg D. Scheller and Kurt W. Gampp, Jr., residents ofthe State of Missouri (the “Individual Guarantors”) and Synergetics, Inc., a Missouri corporation(the “Corporate Guarantor” and, together with the Individual Guarantors, the “Guarantors”), and THEINDUSTRIAL DEVELOPMENT AUTHORITY OF ST. CHARLES COUNTY, MISSOURI, a public corporation organizedand existing under the laws of the State of Missouri (the “Issuer”).     WITNESSETH:     WHEREAS, the Issuer intends to issue its Private Activity Revenue Bonds, Series 2002(Synergetics Development Company Project), in an aggregate principal amount of $2,645,000 (the“Bonds”); and     WHEREAS, the Bonds are to be issued under and pursuant to an Indenture of Trust dated as ofSeptember 1, 2002 between the Issuer and UMB Bank, N.A., as Trustee; and     WHEREAS, the proceeds derived from the issuance of the Bonds are to be loaned to SynergeticsDevelopment Company, L.L.C., a Missouri limited liability company (the “Obligor”), pursuant to aLoan Agreement dated as of September 1, 2002 (the “Loan Agreement”), to provide financing tofinance the project as described and defined in the Loan Agreement (the “Project”) for the benefitof the Obligor; and     WHEREAS, any financial benefit to the Obligor will result in a direct financial benefit to theGuarantors; and     WHEREAS, the Issuer has reserved to itself certain rights defined as Unassigned Issuer Rightsin the Indenture (collectively, the “Issuer’s Rights”), and the Obligor is obligated by the LoanAgreement to perform certain duties and to promptly pay certain moneys in connection with theIssuer’s Rights; and     WHEREAS, the Issuer, as a condition to the issuance of the Bonds, has required that theGuarantors enter into this Issuer Guaranty to secure the obligations of the Obligor with respect tothe Issuer’s Rights; and     WHEREAS, the Guarantors desire that the Issuer issue the Bonds and apply the proceeds asaforesaid and are willing to enter into this Issuer Guaranty in order to induce the issuance of theBonds and thereby achieve interest cost savings to the Obligor and financial benefit to Guarantors.     NOW, THEREFORE, in consideration of the premises and as an inducement to the issuance of theBonds by the Issuer, the Guarantors do hereby, subject to the terms hereof, covenant and agree withthe Issuer as follows:**ARTICLE I****REPRESENTATIONS OF GUARANTORS**     ***Section 1.1.***Each Guarantor does hereby represent and warrant that the assumption byGuarantor of his, her or its obligations hereunder will result in a direct financial benefit tohim, her or it.
 

 
**ARTICLE II****THE GUARANTY**     ***Section 2.1.***The Guarantors, jointly and severally and each as principal, hereby absolutelyand unconditionally guarantee to the Issuer the full and prompt performance of the Obligor’sobligations with respect to the Issuer’s Rights. All payments by the Guarantors shall be paid inlawful money of the United States of America. Each and every default in the full and promptperformance by the Obligor of its obligations with respect to the Issuer’s Rights shall give riseto a separate cause of action hereunder and separate suits may be brought hereunder as each causeof action arises.     ***Section 2.2.***The joint and several obligations of the Guarantors under this Issuer Guarantyshall be absolute and unconditional and shall remain in full force and effect until the entireprincipal of, premium, if any, and interest on the Bonds and the full and prompt performance by theObligor of its obligations with respect to the Issuer’s Rights shall have been paid or performed orsuch payment or performance provided impaired upon the happening from time to time of any event,including without limitation any of the following, whether or not with notice to, or the consentof, the Guarantors:(a) The compromise, settlement, release or termination of any or all of theobligations, covenants or agreements of Issuer under the Indenture or of theIssuer or the Obligor under the Loan Agreement;(b) The failure to give notice to any one or more of the Guarantors of theoccurrence of an event of default under the terms and provisions of thisIssuer Guaranty, the Loan Agreement or the Indenture;(c) The assignment or mortgaging or the purported assignment or mortgaging ofall or any part of the interest of the Issuer or the Obligor in the project orthe payments, revenues and receipts derived by the Issuer from the Project;(d) The waiver of the payment, performance or observance by the Issuer, theObligor or any one or more of the Guarantors of any of the obligations,covenants or agreements of any of them contained in the Indenture, the LoanAgreement or this Issuer Guaranty;(e) The extension of the time for payment of any principal of, premium, ifany, or interest on any Bond or under this Issuer Guaranty or of the time forperformance of any other obligations, covenants or agreements under or arisingout of the Indenture, the Loan Agreement or this Issuer Guaranty or theextension or the renewal of either;(f) The modification or amendment (whether material or otherwise) of anyobligation, covenant or agreement set forth in the Indenture or the LoanAgreement, provided that the obligations of Guarantors are not therebyincreased or expanded without their prior written consent;(g) The taking or the omission of any of the actions referred to in theIndenture or the Loan Agreement or any action under this Issuer Guaranty;
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(h) Any failure, omission, delay or lack on the part of the Issuer to enforce,assert or exercise any right, power or remedy conferred on the Issuer in thisIssuer Guaranty, the Loan Agreement or the Indenture, or any other act or actson the part of the Issuer or any of the owners from time to time of the Bonds;(i) The voluntary or involuntary liquidation, dissolution, sale or otherdisposition of all or substantially all the assets, marshalling of assets andliabilities, receivership, insolvency, bankruptcy, assignment for the benefitof creditors, reorganization, arrangement, composition with creditors orreadjustment of, or other similar proceedings affecting the Issuer, theObligor or any one or more of the Guarantors or any of the assets of any ofthem, or any contest of the validity of this Issuer Guaranty in any suchproceeding;(j) To the extent permitted by law, the release or discharge of any one ormore of the Guarantors from the performance or observance of any obligation,covenant or agreement contained in this Issuer Guaranty by operation of law;or(k) The default or failure of any one or more of the Guarantors to performfully any of his, her or its obligations set forth in this Issuer Guaranty.     ***Section 2.3.***No setoff, counterclaim, reduction or diminution of any obligation, or anydefense of any kind or nature which the Guarantors have or may come to have against the Issuershall be available hereunder to the Guarantors against the Issuer; provided that nothing containedherein shall prohibit the Guarantors from asserting any separate or related claim against theIssuer in a separate proceeding, which proceeding shall in no way delay the prompt performance byGuarantors of their obligations hereunder.**ARTICLE III****REMEDIES ON DEFAULT**     ***Section 3.1.***In the event of a default in the performance, by the Obligor, of the Obligor’sobligations with respect to the Issuer’s Rights, the Issuer, in its sole discretion, shall have theright to proceed first and directly against any one or more of the Guarantors under this IssuerGuaranty to the extent of the Guarantors’ obligations hereunder without proceeding against orexhausting any other remedies which the Issuer may have and without resorting to any other securityheld by the Issuer.     ***Section 3.2.***Each Guarantor hereby expressly waives notice from the Issuer of his or heracceptance and reliance on this Issuer Guaranty. The Guarantors agree to pay all costs, expensesand fees, including all reasonable attorneys’ fees, which may be incurred by the Issuer inenforcing or attempting to enforce this Issuer Guaranty following any default on his, her or itspart hereunder, whether the same shall be enforced by suit or otherwise.     ***Section 3.3.***No remedy herein conferred upon or reserved to the Issuer is intended to beexclusive of any other available remedy or remedies, but each and every such remedy shall becumulative and shall be in addition to every other remedy given under this Issuer Guaranty or nowor hereafter existing at law or in equity. No delay or omission to exercise any right or poweraccruing upon any default, omission or failure of performance hereunder shall impair any such rightor power or shall be construed to be a waiver thereof, but any such right and power may beexercised from time to time and as often as may be deemed expedient. In order to entitle theIssuer to exercise any remedy reserved to it in this Issuer Guaranty, it shall not be necessary togive any notice, other than such notice as may be herein
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expressly required. In the event any provision contained in this Issuer Guaranty should bebreached by any one or more of the Guarantors and thereafter such breach is duly waived by theIssuer, such waiver shall be limited to the particular breach so waived and shall not be deemed towaive any other breach hereunder. No waiver, amendment, release or modification of this IssuerGuaranty shall be established by conduct, custom or course of dealing, but solely by an instrumentin writing duly executed by the Issuer.**ARTICLE IV****MISCELLANEOUS PROVISIONS**     ***Section 4.1.***The Individual Guarantors shall be discharged of their obligations hereunderupon the earlier of (a) the later of (i) the issuance of an occupancy permit for the Project (asdefined in the Indenture) and (ii) the date on which Synergetics, Inc. takes possession of theProject, and (b) the payment to the Issuer of the principal of, premium, if any, and interest onthe Bonds, and the full and prompt performance of the Obligor’s obligations with respect to theIssuer’s Rights or provision for payment or performance thereof having been made with the Issuer asprovided in the Indenture and the Loan Agreement. The Corporate Guarantor shall be discharged ofits obligations hereunder upon the payment to the Issuer of the principal of, premium, if any, andinterest on the Bonds, and the full and prompt performance of the Obligor’s obligations withrespect to the Issuer’s Rights or provision for payment or performance thereof having been madewith the Issuer as provided in the Indenture and the Loan Agreement.     ***Section 4.2.***The joint and several obligations of the Guarantors hereunder shall ariseabsolutely and unconditionally when the Bonds shall have been issued, sold and delivered by theIssuer and the proceeds thereof paid to the Issuer.     ***Section 4.3.***The agreements contained herein on the part of the Guarantors shall inure to andbe binding upon each of his, her or its heirs, devisees, assigns and legal representatives.     ***Section 4.4.***This Issuer Guaranty constitutes the entire agreement and supersedes all prioragreements and understandings, both written and oral, between the Guarantors and the Issuer withrespect to the subject matter hereof and may be executed simultaneously in several counterparts,each of which shall be deemed an original, and all of which together shall constitute one and thesame instrument.     ***Section 4.5.***The invalidity or unenforceability of any one or more phrases, sentences,clauses or Sections in this Issuer guaranty shall not affect the validity or enforceability of theremaining portions of this Issuer Guaranty.     ***Section 4.6.***This Issuer Guaranty shall be governed by and construed and interpreted inaccordance with the laws of the State of Missouri.
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     IN WITNESS WHEREOF, the parties hereto have caused this Issuer Guaranty to be executed as ofthe date and year first above written.          /s/ William L. Bates     Printed Name: William L. Bates          /s/ Gregg D. Scheller     Printed Name: Gregg D. Scheller          /s/ Kurt W. Gampp, Jr.     Printed Name: Kurt W. Gampp, Jr.   Attest: SYNERGETICS, INC.   [SEAL]        /s/ By      /s/ Kurt W. Gampp, Jr.   Its (Assistant) Secretary Title: (Vice) President     ACCEPTED:     THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ST.CHARLES COUNTY, MISSOURI   Attest: [SEAL]     By      /s/ By      /s/   Assistant Secretary        President
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