December
      10, 2007

     

    Dave
      Dallam

    907
      Hayes
      Avenue

    Oak
      Park,
      IL 60302

     

    Dear
      David:

     

    It
      has
      been a pleasure meeting with you and discussing the opportunities currently
      available with Synergetics. The position we currently have available is
      Executive Vice President of Sales and Marketing. I believe you would be an
      asset
      to our Company and would be able to help us to continue to grow at the pace
      Synergetics has set for itself. 

    


    After
      careful consideration of your compensation requirements, I would like to offer
      the following: 

    


    
      	 	
              ·

            	
              Compensation
                plan as attached 

            


    

    
      	 	
              ·

            	
              Bonus
                plan as attached

            


    

    
      	 	
              ·

            	
              4
                weeks vacation

            


    

    
      	 	
              ·

            	
              Health,
                Life and Dental Insurance per our Company Plans


            


    

    
      	 	
              ·

            	
              Decision
                point at one year about movement from Chicago to St.
                Louis

            


    

    


    
      	 	
              1)

            	
              “Rabbi
                Trust”: 

            


    

    
      	 	
              2)

            	
              Change
                of Control:
                We
                will grant you a severance package of 1 year’s salary in the event that
                there is a change in control event at Synergetics and Mr. Hank Smith
                would
                end up in your chain of command. 

            


    

    
      	 	
              3)

            	
              Average
                % to Objective:
                Over the last 12 months, please find attached schedule A. Schedule
                A will
                give our monthly performance to objective as an overall company.
                

            


    

    
      	 	
              4)

            	
              Comp
                Plan:
                Per your suggestion, a factor based on the company’s performance to a GP%
                number has been added. Schedule B outlines this change. Please call
                me if
                you need further explanation. 

            


    

    
      	 	
              5)

            	
              St.
                Louis:
                I
                believe that I may need you in St. Louis more at first than you have
                proposed. I believe that we have some mission and corporate strategy
                work
                to do. I therefore propose that attached schedule C as approximate
                times
                for St. Louis office attendance. Please let me know your thoughts.
                

            


    

    


    During
      your visits to St. Louis, the company will reimburse your residency costs at
      our
      next-door Staybridge Suites, for the estimated one-year period that it will
      take
      for you to establish residency in St. Louis. 

    


    
      	 	
              6)

            	
              Our
                expense
                procedures
                are attached as requested. 

            


    

    


    Sincerely,

    


    


    Gregg
      D.
      Scheller

    CEO
      and
      President