FOR VALUE
RECEIVED, the undersigned, SYNERGETICS, INC., a Missouri
corporation, and SYNERGETICS USA, INC., a Delaware corporation
(individually, a “Borrower” and together, the
“Borrowers”), hereby jointly and severally promise to
pay on the Termination Date to the order of Regions Bank (the
“Lender”), at its main office in St. Louis, Missouri,
or at any other place designated at any time by the holder hereof,
in lawful money of the United States of America and in immediately
available funds, the principal sum of Four Million Seven Hundred
Seventy-Three Thousand and 00/100 ($4,773,000) or, if less, the aggregate unpaid
principal amount of all Advances and Swing Line Loans made by the
Lender to the Borrowers under the Credit Agreement (defined below),
together with interest on the principal amount hereunder remaining
unpaid from time to time, computed on the basis of the actual
number of days elapsed and a 360-day year, from the date hereof
until this Note is fully paid at the rate from time to time in
effect under the Credit and Security Agreement dated as of
March 13, 2006, as heretofore amended by First Amendment dated
as of September 26, 2006, and as further amended by Second
Amendment of even date herewith (as so amended, the “Credit
Agreement”) by and among the Lender, Wachovia Bank, National
Association, and the Borrowers. The principal hereof and interest
accruing thereon shall be due and p
