SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     This Second Amendment to Credit and Security Agreement ("Second Amendment") is entered into as of December 8, 2006, by among Synergetics, Inc., a Missouri corporation ("Synergetics"), and Synergetics USA, Inc., a Delaware corporation ("Synergetics USA"), (individually, a "Borrower" and together, the "Borrowers"), Regions Bank ("Regions") in its capacities as Agent and a Lender, and Wachovia Bank, National Association ("Wachovia"), in its capacity as a Lender.

RECITALS

     A. Borrowers and Regions entered into a certain Credit and Security Agreement dated as of March 13, 2006, as heretofore amended by First Amendment (the "First Amendment") dated as of September 26, 2006 (as so amended, the "Existing Credit Agreement").

     B. Borrowers and Lenders desire to amend the Existing Credit Agreement as hereinafter provided.

     C. The Existing Credit Agreement and this Second Amendment constitute the "Credit Agreement" from and after the effectiveness of this Second Amendment.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, Lenders and Agent agree as follows:

     1.  Defined Terms . Each term used herein without definition or a modification to definition shall have the same meaning as set forth in the Existing Credit Agreement.

     2.  Credit Agreement Amendments . The Existing Credit Agreement is hereby amended as follows, effective upon fulfillment of conditions set forth in Section 3 of this Second Amendment:

           Section 1.2 , entitled " Primary Definitions ," is hereby amended by modifying the following definitions:

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     3.  Representations and Warranties . The Borrowers jointly and severally hereby represent and warrant to the Lenders and to the Agent as follows:

          (a) This Second Amendment and the Revolving Notes have been duly and validly executed by authorized officers of the Borrowers and constitute the legal, valid and binding obligation of the Borrowers, enforceable against the Borrowers in accordance with their terms. The Existing Credit Agreement, as amended by this Second Amendment, remains in full force and effect and remains the valid and binding obligation of the Borrowers, enforceable against the Borrowers in accordance with its terms. The Borrowers hereby ratify and confirm the Existing Credit Agreement, as amended by this Second Amendment.

          (b) No Default or Event of Default has occurred or now exists under the Existing Credit Agreement and no Default or Event of Default will occur as a result of the effectiveness of this Second Amendment.

          (c) The representations and warranties of the Borrower contained in the Existing Credit Agreement, as modified by the Disclosure Schedule Amendment attached hereto as Exhibit C (the "Disclosure Schedule Amendment"), are true and correct in all material respects on and as of the date of this Second Amendment.

     4.  Conditions to Effectiveness of Second Amendment . The effectiveness of this First Amendment and the agreements set forth herein are subject to fulfillment, as determined in the sole judgment of Agent, of the following conditions:

          (a) Borrowers shall have executed and delivered to Agent this Second Amendment, the Revolving Notes and the Disclosure Schedule Amendment and Agent shall have determined that the Disclosure Schedule Amendment is acceptable to Agent in its good faith determination;

          (b) Borrowers shall have delivered to Agent a Certificate of the Secretary or an Assistant Secretary of each Borrower certifying appropriate corporate actions authorizing the execution and delivery of this Second Amendment and the Revolving Notes and covering such other matters as Agent may reasonably request;

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          (c) Agent shall have determined that no Default or Event of Default exists; and

          (d) Borrowers shall have delivered such other documents and shall have taken such other actions as Agent in its reasonable discretion may require.

     5.  Release . In consideration of the agreement of Lenders and Agent to modify the terms of the Existing Credit Agreement as set forth in this Second Amendment, Borrowers hereby release, discharge and acquit forever Lenders and Agent and any of their respective officers, directors, servants, agents, employees and attorneys, past and present, from any and all claims, demands and causes of action, of whatever nature, whether in contract or tort, accrued or to accrue, contingent or vested, known or unknown, arising out of or relating to the loans evidenced by the Existing Credit Agreement, as hereby amended, or Agent’s or Lenders’ administration of the same or any other actions taken pursuant to the Existing Credit Agreement or under any other documents or instruments evidencing loans made by Lenders to Borrowers or the administration of same; provided, however, that the foregoing release and the following indemnity relate only to actions or inactions of Agent or Lenders through the date hereof.

     6.  Payment of Costs/Expenses . Without limiting the generality of provisions in the Existing Credit Agreement (as amended by this Second Amendment) relating to payment of Agent’s or Lenders’ costs and expenses, the Borrower will pay all reasonable out-of-pocket expenses, costs and charges of Agent’s attorneys incurred in connection with the preparation and implementation of this Second Amendment.

     7.  Other Documents/Provisions to Remain in Force . Except as expressly amended hereby, the Existing Credit Agreement and all documents and instruments executed in connection therewith or contemplated thereby and all indebtedness incurred pursuant thereto shall remain in full force and effect and are in all respects hereby ratified and affirmed.

     8.  Successors and Assigns . Subject to any restriction on assignment set forth in the Existing Credit Agreement, this Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors an