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Exhibit 10.32




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TABLE OF CONTENTS
  PAGEParties
    
    
    1Recitals
    
    
    1ARTICLE IDEFINITIONS, CONSTRUCTION AND CERTAIN GENERAL PROVISIONSSection 1.1. Amendments to Definitions
    
    
    1Section 1.2. Rules of Construction
    
    
    2Section 1.3. Severability
    
    
    3Section 1.4. Date of First Supplemental Loan Agreement
    
    
    3Section 1.5. Governing Law
    
    
    3ARTICLE IIISSUANCE OF THE SERIES 2004 BONDS; LOAN BY THE ISSUER TO THE OBLIGOR; SERIES 2004 NOTE;
ADDITIONAL PAYMENTSSection 2.1. Agreement to Issue the Series 2004 Bonds
    
    
    3Section 2.2. The Loan
    
    
    3Section 2.3. Repayment of the Loan
    
    
    3Section 2.4. Nature of Obligations
    
    
    4ARTICLE IIIPURCHASE, CONSTRUCTION, RENOVATION AND INSTALLATION OF THE SERIES 2004 PROJECT; PROJECT FUNDSection 3.1. Purchase, Construction, Renovation and Installation
    
    
    4Section 3.2. Plans and Specifications
    
    
    5Section 3.3. Payment of Project Costs
    
    
    6Section 3.4. Deficiency of Project Fund
    
    
    6Section 3.5. Surplus in Project Fund
    
    
    7Section 3.6. Completion Date
    
    
    7ARTICLE IVMAINTENANCE; MODIFICATIONS; INSURANCE; LEASE OR ASSIGNMENT OF PROJECT; LOSS OF OR DAMAGE TO PROJECT




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Section 4.1. Maintenance and Modification of Project by Obligor
    
    
    7Section 4.2. Sale or Lease of Series 2004 Project; Assignment of Loan Agreement by Obligor
    
    
    8Section 4.3. Use of Series 2004 Project
    
    
    8Section 4.4. Insurance Required
    
    
    8Section 4.5. Damage, Destruction, Condemnation or Loss of Title
    
    
    9Section 4.6. Taxes, Assessments and Other Charges
    
    
    10ARTICLE VPARTICULAR COVENANTSSection 5.1. Access to the Series 2004 Project and Inspection; Operation of the Series 2004 Project
    
    
    10Section 5.2. Indemnification
    
    
    11Section 5.3. Arbitrage
    
    
    11Section 5.4. Further Assurances and Corrective Instruments
    
    
    11Section 5.5. Amendments to Section 6.8 of the Original Agreement
    
    
    12ARTICLE VIASSIGNMENT OF ISSUERS RIGHTSSection 6.1. Assignment by the Issuer
    
    
    12Section 6.2. Restriction on Transfer of Issuers Rights
    
    
    12ARTICLE VIIEVENTS OF DEFAULT AND REMEDIESSection 7.1. Events of Default Defined
    
    
    12Section 7.2. Remedies on Default
    
    
    13ARTICLE VIIIPREPAYMENT OF THE SERIES 2004 NOTESection 8.1. Prepayment at the Option of the Obligor
    
    
    13Section 8.2. Optional Prepayment Upon Certain Events
    
    
    13Section 8.3. Mandatory Prepayment From Excess Bond Proceed
    
    
    13Section 8.4. Right to Prepay at Any Time
    
    
    13Section 8.5. Notice of Prepayment
    
    
    14Section 8.6. Precedence of this Article
    
    
    14ARTICLE IXMISCELLANEOUSSection 9.1. Consent to First Supplemental Indenture of Trust
    
    
    14Section 9.2. Applicability of the Original Agreement
    
    
    14




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Section 9.3. Severability
    
    
    14Section 9.4. Execution in Counterparts
    
    
    14Section 9.5. Governing Law
    
    
    14Section 9.6. No Pecuniary Liability
    
    
    14Section 9.7. Issuer Not Liable
    
    
    15Section 9.8. Entire Agreement
    
    
    15Schedule 1 - Legal DescriptionSchedule 2 - Description of PropertyExhibit A  Promissory NoteExhibit B  Disbursement Request  Project Fund




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Schedule 1 Schedule 2
    ARTICLE I
 DEFINITIONS, CONSTRUCTION AND CERTAIN GENERAL PROVISIONS
 Section 1.1. Amendments to Definitions. Section 1.1




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Section 4.6 Section 3.6
   Section 1.2. Rules of Construction.
     -2-




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Section 1.3. Severability.
 Section 1.4. Date of First Supplemental Loan Agreement.
 Section 1.5. Governing Law.
 ARTICLE II
 ISSUANCE OF THE SERIES 2004 BONDS; LOAN BY THE ISSUER
TO THE OBLIGOR; SERIES 2004 NOTE; ADDITIONAL PAYMENTS
 Section 2.1. Agreement to Issue the Series 2004 Bonds.
 Section 2.2. The Loan.
 Section 3.3
 Section 2.3. Repayment of the Loan Section 2.2 Exhibit A Exhibit A
 -3-




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Section 2.4. Nature of Obligations.
 ARTICLE III
 PURCHASE, CONSTRUCTION, RENOVATION AND INSTALLATION
OF THE SERIES 2004 PROJECT; PROJECT FUND
 Section 3.1. Purchase, Construction, Renovation and Installation.
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Section 3.2. Plans and Specifications.
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Section 3.3. Payment of Project Costs. Section 403 Exhibit B
        Section 3.4. Deficiency of Project Fund.
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Section 3.5. Surplus in Project Fund. Section 3.6 Section 404
 Section 3.6. Completion Date.
 ARTICLE IV
 MAINTENANCE; MODIFICATIONS; INSURANCE;
LEASE OR ASSIGNMENT OF SERIES 2004 PROJECT;
LOSS OF OR DAMAGE TO SERIES 2004 PROJECT
 Section 4.1. Maintenance and Modification of Project by Obligor.
  -7-




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Section 4.2. Sale or Lease of Series 2004 Project; Assignment of Loan Agreement by Obligor.
    Section 4.3. Use of Series 2004 Project.
 Section 4.4. Insurance Required.
     -8-




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Section 4.5. Damage, Destruction, Condemnation or Loss of Title.
   Option A  Repairs and Improvements Section 4.3
 Option B  Redemption of Bonds Section 8.2 Section 302 Section 8.2 Section 302
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Section 4.6. Taxes, Assessments and Other Charges.
   ARTICLE V
 PARTICULAR COVENANTS
 Section 5.1. Access to the Series 2004 Project and Inspection; Operation of the Series 2004
Project.
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Section 5.2. Indemnification. Section 507
    Section 5.3. Arbitrage. Sections 507 and 603
 Section 5.4. Further Assurances and Corrective Instruments.
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Section 5.5. Amendments to Section 6.8 of the Original Agreement. Section 6.8(b)(v)
  ARTICLE VI
 ASSIGNMENT OF ISSUERS RIGHTS
 Section 6.1. Assignment by the Issuer.
 Section 6.2. Restriction on Transfer of Issuers Rights. Section 6.1
 ARTICLE VII
 EVENTS OF DEFAULT AND REMEDIES
 Section 7.1. Events of Default Defined. Section 8.1
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Section 7.2. Remedies on Default. Section 8.2
 ARTICLE VIII
 PREPAYMENT OF THE SERIES 2004 NOTE
 Section 8.1. Prepayment at the Option of the Obligor. Section 302
 Section 8.2. Optional Prepayment Upon Certain Events. Section 302
 Section 8.3. Mandatory Prepayment From Excess Bond Proceeds. Section 302
 Section 8.4. Right to Prepay at Any Time.
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Section 8.5. Notice of Prepayment. Sections 8.1, 8.2 or
8.4 Section 302
 Section 8.6. Precedence of this Article. Section 7.1
 ARTICLE IX
 MISCELLANEOUS
 Section 9.1. Consent to First Supplemental Indenture of Trust Section 1003
 Section 9.2. Applicability of the Original Agreement Section 1101(iv)
 Section 9.3. Severability
 Section 9.4. Execution in Counterparts
 Section 9.5. Governing Law
 Section 9.6. No Pecuniary Liability.
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Section 9.7. Issuer Not Liable.
 Section 9.8. Entire Agreement. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT
OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT THE OBLIGOR AND THE ISSUER FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS THE OBLIGOR AND THE ISSUER REACH COVERING SUCH MATTERS ARE CONTAINED
IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE ISSUER
AND THE OBLIGOR, EXCEPT AS THE ISSUER AND THE OBLIGOR MAY LATER AGREE IN WRITING TO MODIFY IT.
  THE INDUSTRIAL DEVELOPMENT AUTHORITYOF ST. CHARLES COUNTY, MISSOURI[SEAL]Attest:
    
    By
    
    /s/Title: President/s/ Debra WissmannTitle: Assistant SecretarySYNERGETICS DEVELOPMENT COMPANY, L.L.C.By
    
    /s/ Kurt W. GamppTitle: Member
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UNIFORM COMMERCIAL CODE RECEIPT
 
 UMB BANK, N.A., as TrusteeByTitle:
  -16-




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SCHEDULE 1




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SCHEDULE 2




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EXHIBIT A
  $2,330,000
    
    December 1, 2004
  (a)
    
    At or before 11:00 a.m., St. Louis, Missouri time, on the first day of each
calendar month, commencing June 1, 2005, as principal, the amount of the principal of
the Bonds (as hereinafter defined) coming due on such Bond Payment Date, whether at
stated maturity, by redemption or acceleration or otherwise;(b)
    
    At or before 11:00 a.m., St. Louis, Missouri time, on the first day of each
calendar month commencing January 1, 2005, as interest, the amount of the interest
coming 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 on
which any Bonds are to be redeemed, as premium, if any, the amount of the redemption
premium, if any, on the Bonds coming due on such Bond Payment Date.
 Article XII
   A-1




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ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO
PROTECT THE OBLIGOR AND THE ISSUER FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE
OBLIGOR AND THE ISSUER REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE ISSUER AND THE OBLIGOR, EXCEPT AS THE
ISSUER AND THE OBLIGOR MAY LATER AGREE IN WRITING TO MODIFY IT.
   SYNERGETICS DEVELOPMENT COMPANY, L.L.C.ByTitle: Member
 A-2




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THE INDUSTRIAL DEVELOPMENT AUTHORITYOF ST. CHARLES COUNTY, MISSOURI[SEAL]
    
    By
    
    Title:
PresidentATTEST:Title:
Assistant Secretary
 A-3




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EXHIBIT B
 Request No.
    
    Date:
  To:
    
    UMB Bank, N.A., as Trustee2 South Broadway, Suite 435St. Louis, Missouri 63102Attention: Corporate Trust Department
  Section 3.3 Section 3.3
 1.
    
    The date and number of this request are as set forth above.2.
    
    All terms in this request shall have and are used with the meanings specified
in the Loan Agreement.3.
    
    The names of the persons, firms or corporations to whom the payments requested
hereby are due, the amounts to be paid and the general classification and description
of the Series 2004 Project Costs or the Costs of Issuance for which each obligation
requested to be paid hereby was incurred are as set forth on Attachment I hereto.4.
    
    Such Project Costs or Costs of Issuance have been made or incurred by the
Obligor and have been paid by the Obligor, if payment to the Obligor is requested, or,
if payment to the Obligor is not requested, are presently due to the persons to whom
payment is requested, are valid Project Costs or Costs of Issuance under the Loan
Agreement and proper charges against the Series 2004 Project Fund and no part thereof
was included in any other request previously filed with the Trustee under the
provisions thereof.5.
    
    Invoices, statements, vouchers or bills for the amounts requested are attached
hereto.
 SYNERGETICS DEVELOPMENT COMPANY, L.L.C.ByAuthorized Obligor Representative
 B-1




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ByTitle:
 B-2




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REQUEST NO.
    
    DATED ,
  General classification and
    
    Specify whetherPerson, firm
    
    
    
    description of the Project
    
    to be funded fromor corporation
    
    
    
    Cost or Cost of Issuance
    
    Costs of Issuanceto whom payment
    
    Amount to
    
    for which the Obligation to
    
    Account or Projectis due (1)
    
    be paid
    
    be paid was incurred (2)
    
    Account
 
 (1)
    
    May be the Obligor if it has previously made such payment.(2)
    
    If a Project Cost, to be funded from the Project Account and if a Cost of Issuance, to be
funded from the Costs of Issuance Account. B-3