ESCALON MEDICAL CORP
POST CLOSING AGREEMENT DATED NOVEMBER 30,2003
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>9
<FILENAME>w68886exv10w41.txt
<DESCRIPTION>POST CLOSING AGREEMENT DATED NOVEMBER 30,2003
<TEXT>
<PAGE>
                                                                   Exhibit 10.41


                             POST-CLOSING AGREEMENT

      This Post-Closing Agreement (the "Agreement") is executed effective as of
November 30, 2003, by and between DREW SCIENTIFIC, INC., a Texas corporation
d/b/a Danam Electronics and f/k/a MWI, Inc. (collectively the "Borrower") and
BANK OF AMERICA, N.A., a national banking association ("Lender").

                                   WITNESSETH:

RECITATIONS:

      1. The Borrower and Lender have as of this day entered into certain
transactions in connection with the modification and renewal of an Ex-Im
Bank-guaranteed revolving line of credit extended by the Lender to the Borrower
in a maximum principal amount of $2,000,000.00 (the "Loan").

      2. There presently exists an over-advance to the Borrower under the Loan
due to an over-reliance on inventory under the borrowing base.

      3. The Lender has agreed to enter into the transactions with the Borrower
regarding the Loan, provided that the Borrower agrees to make the following
payments to the Lender within a time certain following the closing of the
transactions, in accordance with the following terms and conditions.

      NOW, THEREFORE, in consideration of the promises, agreements and covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

      1. RECITATIONS. The foregoing recitations are true and correct and are
incorporated herein by this reference.

      2. ACKNOWLEDGEMENT REGARDING POST-CLOSING ITEMS. The Borrower acknowledges
and agrees that it shall comply with the following obligations (the
"Post-Closing Items"):

            (a) The Borrower acknowledges and agrees that the Borrower shall
      make the following payments to the Lender at the following times
      hereinafter set forth in connection with the Loan (pursuant to Section
      2.4(a) of the Loan's loan agreement to bring the total amount outstanding
      under the Loan into compliance with Section 2.1 of the Loan's loan
      agreement):

<TABLE>
<CAPTION>
PAYMENT REQUIRED BY THE BORROWER TO THE
LENDER:                                           DUE DATE:
---------------------------------------           ---------
<S>                                               <C>
$50,000.00                                        on or before December
                                                  31, 2003
$50,000.00                                        on or before January 30,
                                                  2004
Any remaining over-advance, as determined by      on or before February
the Bank, relative to the borrowing base          27, 2004
under the Loan.
</TABLE>

<PAGE>

By: /s/ James B. Acock
   ----------------------------------------
   James B. Acock
   Treasurer, Secretary and Chief Financial
   Officer


</TEXT>
</DOCUMENT>
