**EXHIBIT 10.29**GUARANTY AGREEMENT     THIS GUARANTY AGREEMENT executed as of this 1st day of September, 2002, by and among WilliamL. Bates, Gregg D. Scheller and Kurt W. Gampp, Jr., each an individual residing in the State ofMissouri (the “Individual Guarantors” and Synergetics, Inc., a Missouri corporation (the “CorporateGuarantor” and, together with the Individual Guarantors, the “Guarantors”) and The IndustrialDevelopment Authority of St. Charles County, Missouri, a public corporation of the State ofMissouri (the “Issuer”).     FOR VALUE RECEIVED, and in consideration of any loans, advances, payments, extensions ofcredit and financial accommodations heretofore or hereafter made, granted or extended by Issuer orwhich the Issuer has or will become obligated to make, grant or extend, to or for the account ofSynergetics Development Company, L.L.C., a Missouri limited liability company (the “Obligor”), andin consideration of any obligations heretofore or hereafter incurred by Obligor to the Issuer, theGuarantors hereby absolutely and unconditionally, jointly and severally, guarantee to the Issuerthe prompt and complete payment when due in accordance with its terms (whether by reason of demand,acceleration or otherwise) of any and all indebtedness (principal, interest, fees and otheramounts) and other obligations for the payment of money, evidenced by notes, bonds or othernegotiable or non-negotiable instruments, or in any manner whatsoever, now or hereafter existing,of the Obligor to the Issuer (collectively, the “Indebtedness”). In addition, the Guarantors shalland agree to be jointly and severally liable to the Issuer for all costs and expenses incurred bythe Issuer in attempting or effecting collection hereunder (whether or not litigation shall becommenced in aid thereof) and in connection with representation of the Issuer in connection withbankruptcy or insolvency proceedings, including without limitation reasonable attorneys’ fees andexpenses.     TO SECURE THE ISSUER HEREUNDER, the Guarantors each give to the Issuer a general lien andright of set-off upon and to every present and future deposit account with UMB Bank, N.A., astrustee (the “Trustee”) under that certain Indenture of Trust dated as of September 1, 2002 by andbetween the Issuer and the Trustee for the holders of any bonds issued by the Issuer pursuant tosaid Indenture of Trust and pledges to the Issuer all moneys, notes, bonds, stocks and othersecurities of every kind, as well as any other property, now or hereafter delivered to or in thepossession of the Trustee, with full power in the Trustee in the event of default hereunder tocredit and apply on said Indebtedness any such moneys on deposit and to sell such securities andother property at public or private sale or through any exchange or broker’s board and to creditand apply the net proceeds thereof on said Indebtedness.     Notice of the acceptance of this Guaranty, and of the incurring of any Indebtedness herebyguaranteed, and presentment, demand for payment, notice of dishonor, protest and notice of protest,and of default by Obligor, are waived by the Guarantors who agree: (i) that the obligation of theGuarantors hereunder is primary and may be enforced directly against any Guarantor independently ofand without proceeding against the Obligor or any other Guarantor or Guarantors or foreclosing anycollateral pledged to the Issuer; (ii) that the Issuer in its sole and absolute discretion mayextend the time of payment, and renew or change the manner, place, time and terms of payment of andmake any other changes with respect to any or all of said Indebtedness; (iii) that the Issuer mayin its sole and absolute discretion sell, exchange, release, surrender and otherwise deal with allor any of the collateral pledged to the Issuer by the Obligor or any other person to secure any orall of said Indebtedness; (iv) that the Issuer may in its sole and absolute discretion release andotherwise deal with any other Guarantor or Guarantors; and (v) that the Issuer may exercise orrefrain from exercising any rights against the Obligor or any Guarantor or Guarantors or otherwiseact or refrain from acting, and may settle or compromise any or all of said Indebtedness with theObligor; all without releasing the Guarantors.     The Guarantors hereby waive any and all rights of subrogation, reimbursement, contribution andindemnity whatsoever with respect to the Obligor and shall have no right of recourse to or withrespect to any assets or property of the Obligor or to any collateral owned by the Obligor for theIndebtedness of the Obligor guaranteed hereby regardless of whether said Indebtedness shall havebeen paid in full. The
 

 
Guarantors shall have no right of subrogation, reimbursement, contribution or indemnity whatsoeverand no right of recourse to or with respect to any assets or property of any guarantor orguarantors or to any collateral not owned by the Obligor for the Indebtedness of the Obligorguaranteed hereby unless and until all of said Indebtedness shall have been paid in full. Exceptas otherwise provided herein with respect to the Individual Guarantors, nothing shall discharge orsatisfy the liability of the Guarantors hereunder except the full performance and payment of all ofsaid Indebtedness and all obligations of the Guarantors hereunder.     The Issuer’s books and records showing the account between the Issuer and the Obligor shall beadmissible in evidence in any action or proceeding and shall constitute prima facie proof of theitems therein set forth.     No invalidity, irregularity or unenforceability of all or any part of the Indebtedness herebyguaranteed or of any collateral or any other guarantees therefor shall affect, impair or be adefense to this Guaranty. The liability of the Guarantors hereunder shall in no way be affected orimpaired by any acceptance by the Issuer of any collateral for or other guarantees of any of saidIndebtedness guaranteed hereby, or by any failure, neglect or omission on the part of the Issuer torealize upon or protect any of said Indebtedness or any collateral therefor or guarantees thereof.No act of commission or omission of any kind by the Issuer (including without limitation any act oromission which impairs, reduces the value of, releases or fails to perfect a lien upon, anycollateral for or guarantee of any Indebtedness guaranteed hereby) shall affect or impair theobligations of the Guarantors hereunder in any manner.     If claim is ever made on the Issuer for repayment or recovery of any amount or amountsreceived by the Issuer in payment or on account of any of the Indebtedness of the Obligorguaranteed hereby and the Issuer repays all or part of said amount by reason of (a) any judgment,decree or order of any court or administrative body having jurisdiction over the Issuer or any ofits property or (b) any settlement or compromise of any such claim effected by the Issuer with anysuch claimant (including without limitation the Obligor), then and in such event the Guarantorsagree that any such judgment, decree, order, settlement or compromise shall be binding on theGuarantors, notwithstanding any cancellation of any note or other instrument or agreementevidencing such Indebtedness of the Obligor, and the Guarantors shall be and remain jointly andseverally liable to the Issuer hereunder for the amount so repaid or recovered to the same extentas if such amount had never originally been received by the Issuer. This Guaranty shall continueto be effective or be reinstated, as the case may be, if at any time any payment of any of theIndebtedness is rescinded or must otherwise be returned by the Issuer upon the insolvency,bankruptcy or reorganization of the Obligor or otherwise, all as though such payment had not beenmade.     No delay by the Issuer in exercising any of its options, powers or rights or partial or singleexercise thereof shall constitute a waiver thereof. No waiver of any of rights of the Issuerhereunder and no modification or amendment of this Guaranty shall be deemed to be made by theIssuer unless the same shall be in writing, duly signed on behalf of the Issuer, and each suchwaiver (if any) shall apply only with respect to the specific instance involved and shall in no wayimpair the rights of the Issuer or the obligations of the Guarantors to the Issuer in any otherrespect at any other time. In case any one or more of the provisions hereof should be invalid,illegal or unenforceable in any respect, the validity, legality and enforceability of the remainingprovisions hereof shall not be affected or impaired thereby.     The Guarantors covenant and agree to deliver to the Trustee such financial statements andother financial information regarding the Guarantors as Trustee may from time to time reasonablyrequest.     This Guaranty is a continuing guaranty which shall remain in full force and effect and shallterminate, with respect to the Individual Guarantors, upon the earlier of (a) the issuance of anoccupancy permit for the Project (as defined in the Indenture) and the date on which Synergetics,Inc. takes possession of the Project, or (b) all Indebtedness shall have been paid in full and thetermination of the Issuer’s obligation to lend funds or grant other financial accommodations to theObligor. The death of an Individual
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Guarantor shall not effect a termination of this Guaranty. With respect to the CorporateGuarantor, this Guaranty is a continuing guaranty which shall remain in full force and effect andshall not be terminable so long as either (i) any Indebtedness shall remain in force and effect or(ii) the Issuer shall have any commitment to lend funds or grant other financial accommodations toObligor.     This Guaranty shall be understood to be for the benefit of the Issuer and for such otherperson or persons as may from time to time become or be the holder or owner of any of theIndebtedness or any interest therein and this Guaranty shall be transferable to the same extent andwith the same force and effect as any such Indebtedness may be transferable. This Guaranty cannotbe changed or terminated orally, shall be governed by and construed in accordance with the laws ofthe State of Missouri, shall be binding on the heirs, executors, administrators, personalrepresentatives, successors and assigns of the Guarantors and shall inure to the benefit of thesuccessors and assigns of the Issuer. The Guarantors irrevocably agree that, subject to theIssuer’s sole and absolute election, all actions or proceedings in any way, manner or respectarising out of or from or related to this Guaranty shall be litigated only in courts having situswithin St. Charles County, State of Missouri. The Guarantor hereby consent and submit to thejurisdiction of any local, state or federal court within said county and state. **THE GUARANTORSHEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY LITIGATION BROUGHT IN ACCORDANCE WITH THIS SECTION.**     Dated in St. Charles, Missouri as of this first day of September, 2002.                                                 /s/ William L. Bates   Name:  Printed William L. Bates                                                       /s/ Gregg D. Scheller   Name:  Printed Gregg D. Scheller                                                       /s/ Kurt W. Gampp, Jr.   Name:  Printed Kurt W. Gampp, Jr.         Attest: