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EXHIBIT 10.46
 COMMERCIAL GUARANTY
 Principal
    
    Loan Date
    
    Maturity
    
    Loan No.
    
    Call / Coll
4A / 51
    
    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 63105Guarantor:
    
    SYNERGETICS USA, INC. (MISSOURI CORPORATION)(TIN: 43-1585312)3845 CORPORATE CENTER DRIVEOFALLON, MO 63368
 AMOUNT OF GUARANTY. The amount of this Guaranty Is Unlimited.
 CONTINUING
UNLIMITED GUARANTY. For good and valuable consideration, SYNERGETICS
USA, INC. (DELAWARE
PUBLIC CORPORATION) (Guarantor) absolutely and unconditionally guarantees and promises to pay to
Union Planters Bank NA (Lender) or its order, In legal tender of the United States of America,
the Indebtedness (as that term is defined below) of SYNERGETICS, INC. (MISSOURI CORPORATION)
(Borrower) to Lender on the terms and conditions set forth in this Guaranty. Under this
Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing.
 INDEBTEDNESS GUARANTEED.
 DURATION OF GUARANTY. Its anticipated that fluctuations
may occur in the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero
dollars ($0.00), prior to Guarantors written revocation of this Guaranty shall not




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constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantors
heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even
though the Indebtedness guaranteed may from time to time be zero dollars ($0.00).
 GUARANTORS AUTHORIZATION TO LENDER. without notice or demand and without lessening Guarantors liability under this
Guaranty, from time to time:
 GUARANTORS REPRESENTATIONS AND WARRANTIES.
 GUARANTORS WAIVERS.
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GUARANTORS UNDERSTANDING WITH RESPECT TO WAIVERS.
 RIGHT OF SETOFF.
 SUBORDINATION OF BORROWERS DEBTS TO GUARANTOR.
 MISCELLANEOUS PROVISIONS.
 Amendments.
 Arbitration. Borrower and Guarantor and Lender agree that all disputes, claims and
controversies between them whether individual, joint, or class in nature, arising from this
Guaranty or otherwise, including without limitation contract and tort disputes, shall be
arbitrated pursuant to the Rules of
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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 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 Guaranty 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.
 Attorneys Fees; Expenses.
 Caption Headings.
 Governing Law. This Guaranty 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 Guaranty has been accepted by Lender in the State of
Missouri.
 Choice of Venue.
 Integration.
 Interpretation.
 Notices.
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No Waiver by Lender.
 Successors and Assigns.
 DEFINITIONS.
 Borrower.
 Guarantor.
 Guaranty.
 Indebtedness.
 Lender.
 Note.
 Related Documents.
 WAIVE JURY. Lender and Guarantor hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.
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THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND
AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON
GUARANTORS EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE
UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED DURATION OF GUARANTY. NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED
SEPTEMBER 30, 2005.
 GUARANTOR:SYNERGISTICS, INC. (MISSOURI CORPORATION)By:
    
    /s/ Gregg D. SchellerGREGG D. SCHELLER, President of
SYNERGETICS USA, INC.(DELAWARE PUBLIC CORPORATION)
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