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EXHIBIT 10.38
 CHANGE IN TERMS AGREEMENT
 Principal
$1,000,000.00
    
    Loan Date
09-30-2005
    
    Maturity
09-30-2006
    
    Loan No.
519900828192
    
    Call / Coll
4A / 60
    
    Account
    
    Officer
***
    
    Initials
 
 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: $1,000,000.00
    
    Initial Rate: 6.750%
    
    Date of Agreement: September 30, 2005
 DESCRIPTION OF EXISTING INDEBTEDNESS.
 DESCRIPTION OF COLLATERAL.
 DESCRIPTION OF CHANGE IN TERMS.
 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 & 00/100 Dollars ($1,000.000.00) or so much as may be outstanding,
together with interest on the unpaid outstanding principal balance of each advance. Interest shall
be calculated from the date of each advance until repayment of each advance.
 PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued
unpaid interest on September 30, 2006. 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. 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.
Interest on this Agreement is computed on a 365/360 simple interest 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 the Note will be at a rate equal
to the Index, resulting in an initial rate of 6.750% per annum.
 PREPAYMENT.
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LATE CHARGE. 6.000% of the unpaid
portion of the regularly scheduled payment.
 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.
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LENDERS RIGHTS.
 COLLATERAL.
 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 Agreement 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 Agreement has been accepted by Lender in the State of Missouri.
 CHOICE OF VENUE.
 DISHONORED ITEM FEE.
 RIGHT OF SETOFF.
 LINE OF CREDIT. GREGG D. SCHELLER,
President of SYNERGETICS, INC. (MISSOURI CORPORATION)
 ARBITRATION. Borrower and Lender agree that all disputes, claims and controversies between them
whether individual, joint, or class in nature, arising from this Agreement 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 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
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disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or
exercise of any right, concerning any Collateral, including any claim to rescind, reform, or
otherwise modify any agreement relating to the Collateral, 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 Agreement 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.
 CONTINUING VALIDITY.
 SUCCESSORS AND ASSIGNS.
 NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
 MISCELLANEOUS PROVISIONS.
 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 AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
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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) 5