**Exhibit 10.33**PROMISSORY NOTE$2,330,000 December 1, 2004     FOR VALUE RECEIVED, Synergetics Development Company, L.L.C., a Missouri limited liabilitycompany (the “Obligor”) hereby promises to pay to the order of The Industrial Development Authorityof St. Charles County, Missouri, a public corporation of the State of Missouri (the “Issuer”), fordeposit in The Industrial Development Authority of St. Charles County, Missouri, Bond Fund -Synergetics Development Company Project (the “Bond Fund”) established pursuant to the Indenture ofTrust, dated as of September 1, 2002, as supplemented by the First Supplemental Indenture of Trust,dated as of December 1, 2004 (as supplemented, the “Indenture”), from the Issuer to UMB Bank, N.A.,as Trustee (the “Trustee”), the principal amount of $2,330,000 together with interest and premium,if any, thereon as hereinafter provided. Said sum, together with the interest and premium, if any,thereon, is payable in federal or other immediately available funds during normal banking hours ininstallments as follows: (a) At or before 11:00 a.m., St. Louis, Missouri time, on the first day of eachcalendar month, commencing June 1, 2005, as principal, the amount of the principal ofthe Bonds (as hereinafter defined) coming due on such Bond Payment Date, whether atstated maturity, by redemption or acceleration or otherwise;  (b) At or before 11:00 a.m., St. Louis, Missouri time, on the first day of eachcalendar month commencing January 1, 2005, as interest, the amount of the interestcoming due on the Bonds on such Bond Payment Date; and  (c) At or before 11:00 a.m., St. Louis, Missouri time, on or before the day onwhich any Bonds are to be redeemed, as premium, if any, the amount of the redemptionpremium, if any, on the Bonds coming due on such Bond Payment Date.     The term “Bond Payment Date” means each Interest Payment Date (as defined in the Indenture)until the Issuer’s Private Activity Revenue Bonds, Series 2004 (Synergetics Development CompanyProject) in the principal amount of $2,330,000 (the “Series 2004 Bonds”) are deemed to be paidunder Article XII of the Indenture, and any other date on which any Series 2004 Bonds areto be redeemed or on which all of the Series 2004 Bonds have been declared due and payable pursuantto the Indenture.     Any moneys on deposit in the Bond Fund on any Bond Payment Date that are available for thepayment of the principal of or redemption premium, if any, or interest on the Series 2004 Bonds andnot previously so credited shall be credited to the extent of such deposits against the obligationof the Obligor to make the payments described above.     This Note is issued to evidence the obligation of the Obligor to repay the loan in the amountof $2,330,000 by the Issuer to the Obligor. This Note is described in and secured by a certainFuture Advance Deed of Trust and Security Agreement dated as of September 1, 2002, as supplementedby the First Supplemental Future Advance Deed of Trust and Security Agreement dated as of December1, 2004 (as supplemented, the “Deed of Trust”) executed and delivered by the Obligor to themortgage trustee therein named for the benefit of the Issuer and by an Assignment of Leases datedas of September 1, 2002, as supplemented by the First Supplemental Assignment of Leases dated as ofDecember 1, 2004 (as supplemented, the “Assignment of Leases”) executed and delivered by theObligor for the benefit of the Issuer, both covering certain property located in St. CharlesCounty, State of Missouri, in which County said Deed of Trust and said Assignment of Leases havebeen duly recorded, and to which Deed of Trust and Assignment of Leases reference is hereby madefor a description of the security and a statement of the terms and conditions upon which this Noteis secured. This Note is also described in a certain Loan Agreement
 

 
dated as of September 1, 2002, as supplemented by the First Supplemental Loan Agreement dated as ofDecember 1, 2004 and executed by the Obligor and the Issuer.     It is intended that the payments of principal of and premium, if any, and interest on thisNote be sufficient to pay when due the principal of and redemption premium, if any, and interest onthe Series 2004 Bonds and, in addition to the installments described above, the Obligor shall payupon demand any further amounts in federal or other immediately available funds as may from time totime be required to pay when due any principal of or redemption premium or interest on the Series2004 Bonds.     The obligations of the Obligor to make the payments required hereunder are absolute andunconditional, all as further described in the Loan Agreement.     The amounts payable under this Note are subject to prepayment as provided in the LoanAgreement.     Upon the occurrence of an Event of Default (as defined in the Loan Agreement), the unpaidprincipal of and accrued interest on this Note may, at the option of the holder hereof, be declareddue and payable as provided in the Loan Agreement and the Indenture. The failure of the holder ofthis Note to exercise such option and to declare such indebtedness to be due as specified in theLoan Agreement and the Indenture shall not constitute a waiver of the right at any time thereafterto declare the entire amount of such indebtedness to be due and payable.     The Issuer’s right, title and interest in, to and under this Note and the Loan Agreement(except as specified therein) have been assigned to the Trustee and it is contemplated that theIssuer will endorse this Note to the order of the Trustee. Payments on this Note shall be made tothe Trustee, as assignee of the Issuer, at the payment office of the Trustee in Kansas City,Missouri.     The Obligor hereby waives presentment, demand of payment, protest and notice of non-paymentand of protest and any and all other notices and demands whatsoever.     **ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCINGREPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TOPROTECT THE OBLIGOR AND THE ISSUER FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THEOBLIGOR AND THE ISSUER REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THECOMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE ISSUER AND THE OBLIGOR, EXCEPT AS THEISSUER AND THE OBLIGOR MAY LATER AGREE IN WRITING TO MODIFY IT.**     This Note shall be governed by the laws of the State of Missouri.     IN WITNESS WHEREOF, the Obligor has caused this Note to be executed in its name as of the dayand year first above written.         SYNERGETICS DEVELOPMENT COMPANY, L.L.C.           By           /s/ Kurt W. Gampp                 Title: Member  
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ENDORSEMENT Pay to the order of UMB Bank, N.A., as Trustee, pursuant to the aforesaid Indentureauthorizing $2,330,000 principal amount of Private Activity Revenue Bonds, Series 2004 (SynergeticsDevelopment Company Project), without recourse.         THE INDUSTRIAL DEVELOPMENT AUTHORITY    OF ST. CHARLES COUNTY, MISSOURI    By           /s/   [SEAL]   Title: President         ATTEST:                       /s/ Debra Wissmann  Title:Assistant Secretary      
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