EXECUTION COPY AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

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VALLEY FORGE SCIENTIFIC CORP. | SYNERGETICS ACQUISITION CORPORATION | SYNERGETICS, INC.

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Title: EXECUTION COPY AGREEMENT AND PLAN OF MERGER
Governing Law: Missouri Date: 5/4/2005
Industry: Medical Equipment and Supplies Law Firm: Benson & Guest LLP; Fox Rothschild LLP; Armstrong Teasdale LLP Sector: Healthcare

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

VALLEY FORGE SCIENTIFIC CORP.

("Valley Forge"),

SYNERGETICS ACQUISITION CORPORATION

("MergerSub"),

AND

SYNERGETICS, INC.

("Synergetics")

dated May 2, 2005

<PAGE>

TABLE OF CONTENTS

-----------------

1. Definitions 2

2. Basic Transaction 6

(a) The Merger 6

(b) The Closing 7

(d) Effect of Merger 7

3. Disposition of Synergetics Shares 9

(a) Conversion of Synergetics Shares 9

(b) Exchange of Certificates 9

(d) Dissenting Shares 10

(e) Fractional Shares 10

(f) Options 10

(g) Restrictions on Sale of Valley Forge Shares 11

(h) Conversion of MergerSub Shares 12

4. Representations, Warranties, Covenants and Agreements of

Synergetics 12

(a) Organization, Qualification and Corporate Power 12

(b) Capitalization 12

(d) Non-contravention 13

(e) Brokers' Fees 13

(f) Tangible Assets 14

(g) Financial Statements 14

(h) Synergetics Disclosure Binder 14

(i) Absence of Material Changes 14

(j) Undisclosed Liabilities 16

(k) Permits, Licenses and Legal Compliance 16

(l) Tax Matters 17

(m) Real Property 18

(n) Intellectual Property 19

(o) Bank Accounts 20

(p) Inventory 20

(q) Contracts 20

(r) Notes and Accounts Receivable 21

(s) Powers of Attorney 21

(t) Insurance 21

(u) Litigation 22

(v) Product Warranty 22

(w) Product Liability 23

<PAGE>

(x) Employees 23

(y) Employee Benefits 23

(z) Guaranties 23

(aa) Environment, Health, and Safety 24

(ab) Certain Business Relationships with Affiliates 24

(ac) Subsidiaries 25

(ad) Disclosure 25

(ae) Internal Controls; Information Provided 26

5. Representations, Warranties, Covenants and Agreements of the

MergerSub and Valley Forge 26

(a) Organization, Qualification and Corporate Power 27

(b) Capitalization 27

(d) Authorization of Transaction 27

(e) Non-contravention 28

(f) Brokers' Fees 28

(g) Tangible Assets 28

(h) Financial Statements 29

(i) Valley Forge Disclosure Binder 29

(j) Absence of Material Changes 29

(k) Undisclosed Liabilities 31

(l) Permits, Licenses and Legal Compliance 31

(m) Tax Matters 32

(n) Real Property 33

(o) Intellectual Property 34

(p) Bank Accounts 34

(q) Inventory 35

(r) Contracts 35

(s) Notes and Accounts Receivable 36

(t) Powers of Attorney 36

(u) Insurance 36

(v) Litigation 37

(w) Product Warranty 37

(x) Product Liability 37

(y) Employees 38

(z) Employee Benefits 38

(aa) Guaranties 38

(ab) Environment, Health and Safety 38

(ac) Certain Business Relationships With Affiliates 39

(ad) Subsidiaries 39

(ae) Disclosure 40

(af) SEC Reports; Internal Controls; Information Provided 40

<PAGE>

6. Covenants Relating to Conduct of Business 42

(a) Covenants of Valley Forge 42

(b) Covenants of Synergetics 45

7. Additional Agreements 48

(a) Preparation of Proxy Statement; S-4 Registration

Statement; Valley Forge Shareholders Meeting

and Registration Expenses 48

(b) Reasonable Best Efforts 49

(d) Directors' and Officers' Indemnification and Insurance 50

(e) Public Announcements 50

(f) Assignment of Mails Trademark 51

(g) Supermajority Director Voting Requirements 51

(h) Section 16 Matters 51

(i) Nasdaq Listing 52

(j) Affiliate Letters 52

(k) Access to Information 52

8. Conditions Precedent 52

(a) Conditions Precedent to Each Party's Obligation to Effect

the Merger 52

(b) Additional Conditions to the Obligations of Valley Forge

and the MergerSub 53

9. Items to be Delivered at Closing 55

(a) Items to be Delivered by Synergetics 55

(b) Items to be Delivered by Valley Forge and/or the

MergerSub 56

10. Break-up Fee 57

11. Termination 58

12. Miscellaneous 59

(a) No Third Party Beneficiaries 59

(b) Entire Agreement 59

(d) Counterparts 59

(e) Headings 59

(f) Notices 59

(g) Governing Law 61

(h) Amendments and Waivers 61

(i) Severability 61

(j) Construction 61

(k) Incorporation of Exhibits and Schedules 62

(l) Arbitration 62

(m) Future Assurances 62

iii

<PAGE>

Exhibit "A" Certificate of Merger

Exhibit "B" Shareholders' Agreement

Exhibit "C" Synergetics Voting Agreement

Exhibit "D" Valley Forge Voting Agreement

Exhibit "E" Valley Forge & Leonard Malis Option Agreement

Exhibit "F" Form of Affiliate Letter

Exhibit "G" Form of Employment Agreement

Exhibit "H" Form of Synergetics Opinion

Exhibit "I" Form of Valley Forge Opinion

Exhibit "J" New Synergetics Stock Option Plan

Synergetics Disclosure Binder--Exceptions to Representations and Warranties

Valley Forge Disclosure Binder--Exceptions to Representations and Warranties

<PAGE>

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is entered into this 2nd day of May,

2005, by and among SYNERGETICS ACQUISITION CORPORATION, a Delaware corporation

(the "MergerSub"), VALLEY FORGE SCIENTIFIC CORP., a Pennsylvania corporation and

corporate parent of the MergerSub ("Valley Forge"), and SYNERGETICS, INC., a

Missouri corporation ("Synergetics"). MergerSub, Valley Forge, and Synergetics

are sometimes hereinafter referred to individually as a "Party" or collectively

as "Parties."

WHEREAS, the Board of Directors of the MergerSub, Valley Forge and

Synergetics have each approved the merger of MergerSub with and into the

Synergetics in a transaction intended to qualify as a tax-free reorganization

within the meaning of Section 368(a)(1)(A) and 368(a)(2)(E) of the Internal

Revenue Code of 1986, as amended (the "Code"), under the terms and conditions

set forth herein.

NOW, THEREFORE, intending to be legally bound hereby, and in

consideration of the representations, warranties, and mutual covenants herein

contained, the Parties agree as follows.

1. Definitions.

-----------

"Additional Valley Forge Shares" shall mean 612,000 Valley

Forge Shares to be delivered by Valley Forge to the Synergetics shareholders as

part of the Synergetics Merger Consideration.

"Affiliate" has the meaning set forth in Rule 12b-2 of the

regulations promulgated under the Exchange Act.

"Basis" means any past or present fact, situation,

circumstance, status, condition, activity, practice, plan, occurrence, event,

incident, action, failure to act, or transaction that forms or could form the

basis for any specified consequence.

"Certificate of Merger" has the meaning set forth in Section

2(c) below.

"Closing" has the meaning set forth in Section 2(b) below.

"Closing Date" has the meaning set forth in Section 2(b)

below.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning

the businesses and affairs of Synergetics, its Subsidiaries and its Affiliates

and/or Valley Forge, its Subsidiaries and its Affiliates, if any, that is not

already generally available to the public.

<PAGE>

"Delaware General Corporation Law" means the General

Corporation Law of the State of Delaware, as amended.

"Effective Date" has the meaning set forth in Section 2(d)(i)

below.

"Employee Benefit Plan" means any (a) non-qualified deferred

compensation or retirement plan or arrangement which is an Employee Pension

Benefit Plan; (b) qualified defined contribution retirement plan or arrangement

which is an Employee Pension Benefit Plan; (c) qualified defined benefit

retirement plan or arrangement which is an Employee Pension Benefit Plan

(including any Multi-employer Plan), or (d) Employee Welfare Benefit Plan or

material fringe benefit plan or program.

"Employee Pension Benefit Plan" has the meaning set forth in

ERISA Sec. 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in

ERISA Sec. 3(1).

"Environmental, Health and Safety Laws" means the

Comprehensive Environmental Response, Compensation and Liability Act of 1980,

the Resource Conservation and Recovery Act of 1976, and the Occupational Safety

and Health Act of 1970, each as amended, together with all other laws (including

rules, regulations, codes, plans, injunctions, judgments, orders, decrees,

rulings and charges thereunder) of federal, state, local and foreign governments

(and all agencies thereof) concerning pollution or protection of the

environment, public health and safety, or employee health and safety, including

laws relating to emissions, discharges, releases, or threatened releases, of

pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials

or wastes into ambient air, surface water, ground water, or lands or otherwise

relating to the manufacture, processing, distribution, use, treatment, storage,

disposal, transport, or handling of pollutants, contaminants, or chemical,

industrial, hazardous, or toxic materials or waste.

"Exchange Act" means the Securities Exchange Act of 1934, as

amended.

"ERISA" means the Employee Retirement Income Security Act of

1974, as amended.

"Extremely Hazardous Substance" has the meaning set forth in

Sec. 302 of the Emergency Planning and Community Right-to-Know Act of 1986, as

amended.

"Fiduciary" has the meaning set forth in ERISA Sec. 3(21)

"GAAP" means United States generally accepted accounting

principles as in effect from time to time, consistently applied.

"Intellectual Property" means (a) all inventions (whether

patentable or unpatentable and whether or not reduced to practice), all

improvements thereto, and all patents, patent applications and patent

disclosures, together with all reissuance, continuations, continuations-in-part,

<PAGE>

revisions, extensions, and reexaminations thereof; (b) all trademarks, service

marks, logos, and trade names, together with all translations, adaptations,

derivations and combinations thereof and including all goodwill associated

therewith; (c) all copyrightable works, all copyrights and all applications,

registrations, and renewals in connection therewith; (d) all trade secrets and

confidential business information (including ideas, research and development,

know-how, formulas, compositions, manufacturing and production processes and

techniques, technical data, designs, drawings, specifications, bills of

materials, customer and supplier lists, pricing and cost information and

business and marketing plans and proposals; (e) all computer software (including

data and related documentation); (f) all other proprietary rights; and (g) all

copies and tangible embodiments thereof, in whatsoever form or medium.

"IRS" means the Internal Revenue Service.

"Knowledge" means (i) with respect to Synergetics, the actual

knowledge of the individuals listed in Section 1 of the Synergetics Disclosure

Binder and (ii) with respect to Valley Forge and Merger Sub, the actual

knowledge of the individuals listed in Section 1 of the Valley Forge Disclosure

Binder, in each case after reasonable investigation.

"Liability" means any liability of Synergetics, Valley Forge

or the MergerSub arising from the conduct of their respective business on or

prior to the Closing Date (whether known or unknown, whether asserted or

unasserted, whether absolute or contingent, whether accrued or unaccrued,

whether liquidated or unliquidated, and whether due or to become due), including

any liability for Taxes and reasonable costs incurred in securing attorney,

accounting or other professional services.

"Material Adverse Effect" means any event which would

reasonably be expected to, individually or in the aggregate, result in a

material adverse effect on the business, assets, financial condition or results

of operations of either the MergerSub, Valley Forge or Synergetics.

"Merger" has the meaning set forth in Section 2(a) below.

"MergerSub Share" means any share of Common Stock, $0.01 par

value per share, of the MergerSub.

"Most Recent Synergetics Fiscal Year End" has the meaning set

forth in Section 4(g).

"Most Recent Synergetics Fiscal Month End" has the meaning set

forth in Section 4(g).

"New Synergetics" has the meaning set forth in Section 2(c)

below.

"New Synergetics Share" means any share of the Common Stock,

no par value per share, of Valley Forge following the Effective Date.

<PAGE>

"Option" shall mean each option to purchase or acquire

Synergetics' Shares, whether issued by Synergetics pursuant to the Option Plan

or otherwise.

"Option Plan" shall mean the Synergetics, Inc. Incentive Stock

Option Plan.

"Ordinary Course of Business" means the ordinary course of

business consistent with past custom and practice (including with respect to

quantity and frequency).

"Person" means an individual, a partnership, a corporation, an

association, a joint stock company, a trust, a joint venture, an unincorporated

organization, or a governmental entity (or any department, agency, or political

subdivision thereof).

"Prohibited Transaction" has the meaning set forth in ERISA

Sec. 406 and Code Sec. 4975.

"Proxy Statement/Prospectus" has the meaning set forth in

Section 7(a)(i) below.

"Reportable Event" has the meaning set forth in ERISA Sec.

4043.

"Requisite MergerSub Stockholder Approval" means the

affirmative vote of Valley Forge as the sole holder of MergerSub Shares in favor

of this Agreement and the Merger.

"Requisite Synergetics Stockholder Approval" means the

affirmative vote of the holders of at least two-thirds of the issued and

outstanding Synergetics Shares in favor of this Agreement and the Merger and the

exercise of dissenters rights by the holders of not more than 4.9% of the issued

and outstanding Synergetics Shares.

"Requisite Valley Forge Stockholder Approval" means the

affirmative vote of the holders of at least a majority of the issued and

outstanding Valley Forge Shares in favor of this Agreement and the Merger and

the exercise of dissenters rights by the holders of not more than 4.9% of the

issued and outstanding Valley Forge Shares.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Security Interest" means any mortgage, pledge, lien,

encumbrance, charge, or other security interest, other than (a) mechanic's,

materialmen's, and similar liens, (b) liens for Tax not yet due and payable or

for Tax that the taxpayer is contesting in good faith through appropriate

proceedings, (c) purchase money liens and liens securing rental payments under

capital lease arrangements, and (d) other liens arising in the Ordinary Course

of Business and not incurred in connection with the borrowing of money.

<PAGE>

"Subsidiary" means any corporation with respect to which a

specified Person (or a Subsidiary thereof) owns a majority of the common stock

or has the power to vote or direct the voting of sufficient securities to elect

a majority of the directors.

"Surviving Corporation" has the meaning set forth in Section

2(a) below.

"Synergetics Disclosure Binder" means that certain disclosure

binder provided by Synergetics to Valley Forge and the MergerSub and certified

by Synergetics to be true, accurate and complete in all material respects.

"Synergetics Share" means any share of the Common Stock, $0.01

2/3 par value per share, of Synergetics.

"Synergetics Voting Agreement" has meaning set forth in

Section 4(c) below.

"Tax" or "Taxes" means any federal, state, local, or foreign

income, gross receipts, mercantile license, payroll, employment, excise,

severance, stamp, occupation, premium, windfall profits, environmental

(including Tax under Code Sec. 59A), customs duties, capital stock, franchise,

profits, withholding, social security (or similar), unemployment, disability,

real property, personal property, sales, use, transfer, registration, value

added, alternative or add-on minimum, estimated, or any other tax of any kind

whatsoever, including any interest, penalty, or addition thereto, whether

disputed or not.

"Tax Return" means any return, declaration, report, claim for

refund, or information return or statement relating to Tax, including any

amendment thereof and any schedule or attachment thereto.

"Transfer Agent" means American Stock Transfer & Trust

Company.

"Valley Forge Disclosure Binder" means that certain disclosure

binder provided by Valley Forge to Synergetics and certified by Valley Forge to

be true, accurate and complete in all material respects.

"Valley Forge Share" means any share of the Common Stock, no

par value per share, of Valley Forge.

"Valley Forge Voting Agreement" has the meaning set forth in

Section 5(d) below.

2. Basic Transaction.

-----------------

(a) The Merger. On and subject to the terms and conditions of this

Agreement, MergerSub (the "Merger") will merge with and into Synergetics at the

Effective Date. Synergetics shall be the only corporation surviving the Merger

(the "Surviving Corporation").

<PAGE>

(b) The Closing. The closing of the transactions contemplated by

this Agreement (the "Closing") shall take place at the offices of Valley Forge,

136 Green Tree Road, Suite 100, Oaks, Pennsylvania 19456-1179, or at such other

place as may be mutually agreeable to the Parties, commencing at 10:00 a.m.

local time (or such other time as may be mutually agreeable to the Parties) on

the date one (1) business day after the satisfaction or waiver of all of the

conditions to the obligations of the parties to consummate the transactions

contemplated hereby other than the conditions that by their terms are to be

satisfied on the Closing Date, or such other date as may be mutually agreeable

to the Parties (the "Closing Date").

occur: (i) Valley Forge will undertake a F Reorganization in accordance with

Section 368(a)(1)(F) of the Code resulting in its reincorporation in the State

of Delaware (the "Reincorporation") and change its corporate name to

"Synergetics, Inc." (following the Closing Valley Forge will be sometimes

hereinafter referred to as "New Synergetics"); (ii) Synergetics will deliver to

the MergerSub and Valley Forge the various certificates, instruments, and

documents referred to in Section 9(a) below; (iii) the MergerSub and Valley

Forge will deliver to Synergetics the various certificates, instruments, and

documents referred to in Section 9(b) below; (iv) the MergerSub and Synergetics

will file with the Secretaries of State of the State of Delaware and the State

of Missouri a Certificate of Merger in the form attached hereto as

(the "Certificate of Merger"); and (v) the Parties shall take any and all other

actions consistent with this Agreement so as to effectuate the Closing,

including, but not limited to, changing the ticker symbol of New Synergetics.

(d) Effect of Merger.

----------------

(i) General. The Merger shall become effective at the

time (the "Effective Date") MergerSub and Synergetics file the Certificate of

Merger with the Secretary of State of the State of Missouri. The Merger shall

have the effect set forth in the General and Business Corporations Law of

Missouri. Upon the consummation of the Merger, the franchises and all the

property, real, personal and mixed, causes of action and every other asset of

MergerSub shall vest in the Surviving Corporation without further act or deed.

The Surviving Corporation may, at any time after the Effective Date, take any

action (including executing and delivering any document) in the name and on

behalf of MergerSub in order to carry out and effectuate the transactions

contemplated by this Agreement.

(ii) Certificate of Incorporation. The Certificate of

Incorporation of Synergetics in effect at and as of the Effective Date, a copy

of which is contained in Section 2(d)(ii) of the Synergetics Disclosure Binder,

will remain the Certificate of Incorporation of the Surviving Corporation

without any modification or amendment in the Merger except as provided for by

the Certificate of Merger.

(iii) Bylaws. Except as set forth below, the Bylaws of

Synergetics in effect at and as of the date this Agreement is executed, a copy

of which is contained in Section 2(d)(iii) of the Synergetics Disclosure Binder,

will remain the Bylaws of the Surviving Corporation without any modification or

<PAGE>

amendment in the Merger. Upon the Closing Date, the Parties shall take all

corporate action necessary to amend the New Synergetics ByLaws (or in the event

the Reincorporation does not occur for any reason, the Valley Forge ByLaws) to

include the supermajority Board of Director voting provisions detailed in

Section 7(g) herein below.

(iv) Directors and Officers. From and after the date this

Agreement is executed until the Closing Date, (i) the directors of the MergerSub

shall be the directors of Valley Forge and (ii) the officers of the MergerSub

shall be the officers of Valley Forge. Valley Forge hereby agrees to take all

actions necessary for the Board of Directors of New Synergetics to be comprised

of the individuals specified below this Section 2(d)(iv) (each a "Director" and

collectively the "Directors") effective immediately upon consummation of the

Merger. The Board of Directors of Valley Forge shall take all actions necessary

to appoint Jerry L. Malis as Executive Vice President and Chief Scientific

Officer, Kurt W. Gampp, Jr. as the Chief Operating Officer and Gregg D. Scheller

as the Chief Executive Officer and President of New Synergetics to be effective

upon and as of the Effective Date. Upon execution of this Agreement, Valley

Forge and certain of its shareholders shall become parties to the Valley Forge

Voting Agreement (as defined below) pursuant to which such shareholders shall

take all corporate action necessary, including, but not limited to, the

affirmative vote of all their respective Valley Forge Shares, to cause the New

Synergetics Board of Directors (effective upon consummation of the Merger) to

consist of seven (7) members divided by the Board of Directors into three (3)

classes with three year staggered terms with the term of office of the Class "A"

directors expiring at the annual meeting of the New Synergetics shareholders in

2006, (the "2006 Meeting") the term of office of the Class "B" directors

expiring at the annual meeting of the New Synergetics shareholders in 2007 and

the term of office of the Class "C" directors expiring at the annual meeting of

the New Synergetics shareholders in 2008. On the Closing Date, the members of

the New Synergetics Board of Directors shall be as follows: (i) Class "A"

directors shall be Larry Cardinale and Robert Dick; (ii) Class "B" directors

shall be Juanita Hinshaw and an independent individual who shall be designated

and approved as set forth below before the filing of the Proxy

Statement/Prospectus and is willing and able to serve, possessing relevant

experience in the medical product industry to be nominated by Valley Forge's

Nominating Committee and approved by the Valley Forge Board of Directors, and

subject to the consent of the Board of Directors of Synergetics, which consent

shall not be unreasonably withheld or delayed; and (iii) Class "C" directors

shall be Jerry L. Malis, Gregg D. Scheller and Kurt W. Gampp, Jr. The Parties

agree that effective immediately upon consummation of the Merger, the

composition of the Board of Directors of the Surviving Corporation shall be

identical to the composition of the Board of Directors of New Synergetics.

Subject to compliance with applicable law, the Parties shall use their best

efforts to cause the New Synergetics Board of Directors to elect independent

members of the New Synergetics Board of Directors to each of the Audit

Committee, the Compensation Committee and the Nominating Committee of New

Synergetics so that such committees are constitute as described in Section

8(c)(viii). The Parties' further agree that the Nominating Committee of New

Synergetics shall, subject to the approval a majority of the members of the

Board of Directors of New Synergetics, designate two nominees to be elected at

the 2006 Meeting.

<PAGE>

(v) Final Tax Returns. New Synergetics shall prepare

final tax returns for Synergetics (including amended returns and any claims for

refunds) and information reports in accordance with GAAP and pay any Tax due as

reflected on such tax returns.

3. Disposition of Synergetics Shares.

---------------------------------

(a) Conversion of Synergetics Shares. At and as of the Effective

Date, by virtue of the Merger and without any action on the part of the holders

thereof:

(i) The holders of issued and outstanding Synergetics

Shares shall be entitled to receive, in the aggregate, such number of Valley

Forge Shares as is equal to the result obtained by (A) dividing (x) the issued

and outstanding Valley Forge Shares as of the date hereof (7,913,712 shares) by

(y) 0.34 minus (B) the issued and outstanding Valley Forge Shares as of the date

hereof (7,913,712 shares) plus (C) the Additional Valley Forge Shares

(collectively, the "Synergetics Merger Consideration"). Each outstanding

Synergetics Share shall be converted into the right to receive such number of

Valley Forge Shares as is equal to the quotient determined by dividing the

Synergetics Merger Consideration by the then issued and outstanding Synergetics

Shares.

(ii) All Synergetics Shares held by Synergetics as

treasury shares, if any, shall be cancelled.

(iii) After the Effective Date, there shall be no transfers

on the stock transfer books of Synergetics of shares that were outstanding

immediately prior to the Effective Date. If, after the Effective Date, any

Certificates (as defined below) are presented to Synergetics for transfer, they

shall be canceled and exchanged for the Synergetics Merger Consideration as

described in Section 3(a) hereof.

(b) Exchange of Certificates. Promptly on or after the Effective

Date, New Synergetics shall cause the Transfer Agent to mail to each holder of

record of Synergetics Shares as of the Effective Date the Transmittal Form (as

defined below) which shall specify that each Synergetics shareholder may

surrender to the Transfer Agent all outstanding certificates, which immediately

prior to the Effective Date represented Synergetics Shares (the "Certificate" or

"Certificates") in exchange for the Synergetics Merger Consideration. Delivery

shall be effected, and risk of loss and title to the Certificates shall pass,

only upon delivery of the Certificates to the Transfer Agent. Upon surrender to

the Transfer Agent of a Certificate and a duly executed and properly completed

Transmittal Form, the Certificate so surrendered shall forthwith be canceled.

Promptly thereafter, Valley Forge agrees to deliver, or cause to be delivered,

the Synergetics Merger Consideration to each Synergetics shareholder along with

such other transmittal materials that Valley Forge and the Transfer Agent

reasonably determines is necessary or appropriate (the "Transmittal Form"). From

the Effective Date until surrender in accordance with the provisions of this

Section 3(c), each Certificate shall represent, for all purposes, only the right

to receive a share of the Synergetics Merger Consideration provided in Section

3(a) and any dividends or other distributions payable thereon.

<PAGE>

any Certificates shall have been lost, stolen or destroyed, Valley Forge shall

issue in exchange for such lost, stolen or destroyed Certificates, upon the

making of an affidavit of that fact by the holder thereof, such shareholder's

share of the Synergetics Merger Consideration as may be required pursuant to

Section 3(a); provided, however, that Valley Forge may, in its sole and

unfettered discretion and as a condition precedent to such issuance, require the

owner of such lost, stolen or destroyed Certificate(s) to deliver an indemnity,

reasonably acceptable to Valley Forge, against any claim that may be made

against Valley Forge or the MergerSub with respect to the Certificate(s) alleged

to have been lost, stolen or destroyed.

(d) Dissenting Shares. To the extent that the availability of

appraisal rights are mandated under the General and Business Corporations Law of

Missouri, Synergetic Shares that have not been voted for adoption of the Merger

and with respect to which appraisal rights have been properly demanded in

accordance with the General and Business Corporations Law of Missouri (the

"Dissenting Shares") shall not be converted pursuant to this Article 3 at or

after the Effective Date unless and until the holder of such Dissenting Shares

becomes ineligible for such appraisal rights. If a holder of Dissenting Shares

becomes ineligible for appraisal, then, as of the Effective Date or the date

such Dissenting Shares become ineligible for appraisal rights, whichever occurs

later, such holder's Dissenting Shares shall cease to be Dissenting Shares and

shall be converted pursuant to this Article 3 (subject to all of the rights and

obligations of the Synergetics shareholders hereunder). Synergetics shall

immediately give Valley Forge and the MergerSub notice of any demand for

appraisal rights in connection with the Merger and Valley Forge and the

MergerSub shall have the right to participate in all negotiations and

proceedings with respect to any such demands at its sole cost and expense.

Synergetics shall not, except with the prior written consent of Valley Forge and

the MergerSub, voluntarily make any payment with respect to, or settle or offer

to settle, any such demand.

(e) Fractional Shares. No certificates or scrip representing

fractional Valley Forge Shares shall be issued to former Synergetics

shareholders upon the surrender for exchange of Certificates, and such former

Synergetics shareholders shall not be entitled to any voting rights, rights to

receive any dividends or distributions or other rights as a stockholder of

Valley Forge with respect to any fractional Valley Forge Shares that would have

otherwise been issued to such former Synergetics shareholders. In lieu of any

fractional Valley Forge Shares that would have otherwise been issued, each

former Synergetics shareholder that would have been entitled to receive a

fractional Valley Forge Share shall, upon proper surrender of such person's

Certificates, receive a cash payment equal to the last sale price per share of

the Valley Forge Shares on the Nasdaq SmallCap Market, on the business day

immediately preceding the Closing Date, multiplied by the fraction of a share

that such Synergetics shareholder would otherwise be entitled to receive.

(f) Options.

-------

(i) As of the Effective Date, all Options, whether vested

or unvested, and the Option Plan, insofar as it relates to Options outstanding

under such Plan as of the Closing, shall be assumed by Valley Forge. Immediately

after the Effective Date, each Option outstanding immediately prior to the

<PAGE>

Effective Date shall be deemed to constitute an option to acquire, on the same

terms and conditions as were applicable under such Option at the Effective Date,

such number of shares as is equal to the number of Synergetics Shares subject to

the unexercised portion of such Option multiplied by a conversion ratio equal to

the ratio set forth in Section 3(a)(i) above (with any fraction resulting from

such multiplication to be rounded to the nearest whole number). The exercise

price per share of each such assumed Option shall be equal to the exercise price

of such Option immediately prior to the Effective Date, divided by the

conversion ratio equal to the ratio set forth in Section 3(a)(i) above (rounded

up to the nearest whole cent). The term, exercisability, vesting schedule,

status as an "incentive stock option" under Section 422 of the Code, if

applicable, and all of the other terms of the Options shall otherwise remain

unchanged.

(ii) As soon as practicable after the Effective Date, New

Synergetics or the Surviving Corporation shall deliver to the holders of Options

appropriate notices setting forth such holders' rights pursuant to such Options,

as amended by this Section 3(f), and the agreements evidencing such Options

shall continue in effect on the same terms and conditions (subject to the

amendments provided for in this Section 3(f) and such notice).

(iii) New Synergetics shall take all corporate action

necessary to reserve for issuance a sufficient number of Valley Forge Shares for

delivery upon exercise of the Options assumed in Section 3(f). Promptly after

the Effective Date, but in no event later than thirty (30) days thereafter,

Valley Forge shall file a Registration Statement on Form S-8 (or any successor

form) under the Securities Act with respect to all New Synergetics Shares

subject to such Options that may be registered on a Form S-8, and shall use its

reasonable best efforts to maintain the effectiveness of such Registration

Statement for so long as such Options remain outstanding.

(iv) Synergetics shall obtain, prior to the Closing, the

consent from each holder of an Option to the amendment of such Option pursuant

to this Section 3(f) (unless such consent is not required under the terms of the

applicable agreement, instrument or plan).

(v) As soon as practicable after the Effective Date, if

required, New Synergetics shall deliver a notice to the holders of options to

acquire Valley Forge Shares that the agreements evidencing such options shall

continue in effect on the same terms and conditions as in effect prior to the

Effective Date. Such notice shall also state that such options shall not be

subject to any anti-dilution protections that may be set forth in the agreements

evidencing such options.

(g) Restrictions on Sale of New Synergetics Shares. The Parties

shall use their best efforts to cause certain of the Shareholders of New

Synergetics to become parties to a Shareholders' Agreement, substantially in the

form attached hereto as Exhibit "B" (the "Shareholders' Agreement")(1), pursuant

to which the parties thereto shall agree to certain restrictions on the transfer

-------------------------------

(1) The following parties and their respective affiliates will be parties to

the Shareholders' Agreement: Gregg D. Scheller, Kurt W. Gampp, Jr., Jerry

L. Malis and Leonard I. Malis.

<PAGE>

of their respective Synergetics Merger Consideration and/or Valley Forge Shares

for a period of twelve (12) months after the Closing, notwithstanding the

registration of such Synergetics Merger Consideration. Such persons shall not,

except as otherwise permitted in accordance with the Shareholders' Agreement,

sell, or enter into any agreement, arrangement or negotiations relating to the

sale of, any of their respective Valley Forge Shares or the Synergetics Merger

Consideration.

(h) Conversion of MergerSub Shares. Each MergerSub Share issued

and outstanding immediately prior to the Effective Date shall be converted into

and thereafter evidence one share of Common Stock, $0.01 par value per share, of

the Surviving Corporation.

4. Representations, Warranties, Covenants and Agreements of

Synergetics. Synergetics represents and warrants to the MergerSub and Valley

Forge that the statements contained in this Section 4 are true and correct as of

the date of this Agreement. To the extent applicable, Synergetics makes the

representations and warranties contained in this Section 4 to the MergerSub and

Valley Forge on behalf of each Subsidiary of Synergetics. The Synergetics

Disclosure Binder shall be arranged in sections and subsections corresponding to

the numbered and lettered sections and subsections contained in this Section 4.

The disclosures in any section or subsection of the Synergetics Disclosure

Binder shall qualify other sections and subsections in this Section 4 only to

the extent it is clear from a reading of the disclosure that such disclosure is

applicable to other sections and subsections.

(a) Organization, Qualification and Corporate Power. Synergetics

is a corporation duly organized, validly existing, and subsisting under the laws

of the State of Missouri. Synergetics is duly authorized to conduct business and

subsisting under the laws of each jurisdiction where such qualification is

required, except for the jurisdiction in which the failure to be so qualified

has not had and would not reasonably be expected to have a Material Adverse

Effect on Synergetics. Synergetics has full corporate power and authority to

carry on the business in which it is engaged and to own and use the properties

owned and used by it. Synergetics' Certificate of Incorporation and all

amendments thereto to date, By-laws as amended to date and minutes and stock

books, have been delivered to the MergerSub for review prior to execution of

this Agreement, and are full, complete and correct to the date of this

Agreement. Synergetics is not in violation of any of the provisions of its

Certificate of Incorporation, as amended, or By-laws, as amended. The said

minutes accurately and fully reflect all meetings, actions, proceedings and

other matters properly includable therein. Except as reflected in said minutes,

there are no minutes of meetings or consents in lieu of meetings of the Board of

Directors or shareholders of Synergetics.

(b) Capitalization. The authorized capital stock of Synergetics

and the issued and outstanding shares of capital stock of Synergetics are set

forth in Section 4(b) of the Synergetics Disclosure Binder. Section 4(b) of the

Synergetics Disclosure Binder also sets forth a true and complete list of all of

the Synergetics shareholders, the number of shares of capital stock owned by

each of them, and as set forth in the Synergetics' books and records, the date

such shares were transferred or issued to said shareholders and each

shareholder's address. Except as detailed in Section 4(b) of the Synergetics

Disclosure Binder, there are no outstanding or authorized Options, warrants,

<PAGE>

purchase rights, subscription rights, conversion rights, exchange rights, or

other contracts or commitments that could require Synergetics to issue, sell, or

otherwise cause to become outstanding any capital stock. The maturity date and

exercise price for each Option is listed in Section 4(b) of the Synergetics

Disclosure Binder. All of Synergetics' issued and outstanding shares of capital

stock have been duly authorized and validly issued, are fully paid and

non-assessable, are not subject to preemptive rights, and have been issued in

compliance with all applicable federal and state securities laws. Furthermore,

the Synergetics Share repurchase program has been conducted in compliance with

all applicable federal and state securities laws. There are no outstanding or

authorized stock appreciation, phantom stock, profit participation, or similar

rights with respect to Synergetics.

authority (including full corporate power and authority) to execute and deliver

this Agreement. Prior to or contemporaneous with the execution of this

Agreement, certain of the Synergetics shareholders will deliver a voting

agreement (the "Synergetics Voting Agreement")(2) pursuant to the terms of which

they shall covenant and agree not to transfer or otherwise dispose of any of

their Synergetics Shares prior to the Effective Date and to vote all their

Synergetics Shares and any other shares of capital stock of Synergetics obtained

following the date of this Agreement in favor of the Merger. A copy of the

Synergetics Voting Agreement is attached hereto as Exhibit "C". The Board of

Directors of Synergetics has duly authorized the execution, delivery, and

performance of this Agreement by Synergetics, and Synergetics has received any

and all approvals required by any government authority to enter into this

Agreement and effect the transactions contemplated hereby. This Agreement

constitutes the valid and legally binding obligation of Synergetics, enforceable

in accordance with its terms and conditions.

(d) Non-contravention. Neither the execution and the delivery of

this Agreement, nor the consummation of the transactions contemplated hereby,

will (i) violate any statute, regulation, rule, injunction, judgment, order,

decree, ruling, or other restriction of any government, governmental agency, or

court to which Synergetics is subject or any provision of the charter or Bylaws

of Synergetics or (ii) conflict with, result in a breach of, constitute a

default under, result in the acceleration of, create in any party the right to

accelerate, terminate, modify, or cancel, or require any notice under any

agreement, contract, lease, license, instrument, or other arrangement to which

Synergetics is a party or by which it is bound or to which any of its assets is

subject (or result in the imposition of any Security Interest upon any of its

assets). Other than in connection with the provisions of the Missouri general

corporation law, Synergetics does not need to give any notice to, make any

filing with, or obtain any authorization, consent, or approval of any government

or governmental agency in order for the Parties to consummate the transactions

contemplated by this Agreement.

(e) Brokers' Fees. Synergetics has no Liability or obligation to

pay any fees or commissions to any broker, finder, or agent with respect to the

transactions contemplated by this Agreement for which MergerSub or Valley Forge

could become liable or obligated.

-------------------------------

(2) The following Synergetics shareholders and their respective affiliates will

be parties to the Synergetics Voting Agreement: Gregg D. Scheller, Kurt W.

Gampp, Jr. and Earl F. Neely.

<PAGE>

(f) Tangible Assets. Synergetics has good and marketable title to,

or a valid leasehold interest in, the buildings, machinery, equipment and other

tangible assets used by it, located on or off its premises, or shown on the

Synergetics' Financial Statements (as defined below) or acquired after the date

thereof, free and clear of all Security Interests, except for properties and

assets disposed of in the Ordinary Course of Business since the date of the Most

Recent Synergetics Fiscal Month End (as defined below). Without limiting the

generality of the foregoing, Synergetics has good and marketable title to all of

the tangible assets necessary for the conduct of its businesses as presently

conducted. Each such tangible asset is free from defects of which any director

or officer of Synergetics has Knowledge, has been maintained in accordance with

normal industry practice, is in good operating condition and repair (subject to

normal wear and tear) and is suitable for the purposes for which it presently is

used and presently is proposed to be used.

(g) Financial Statements. Synergetics has delivered to the

MergerSub prior to the execution of this Agreement true and complete copies of:

(i) audited financial statements for Synergetics last five (5) fiscal years

ended July 31, 2004 (hereinafter referred to as the "Most Recent Synergetics

Fiscal Year End"); and (ii) unaudited financial statements for the six (6)

months ended January 31, 2005 (the "Most Recent Synergetics Fiscal Month End")

(collectively, the "Synergetics Financial Statements"). Except as set forth in

Section 4(g) of the Synergetics Disclosure Binder, the Synergetics Financial

Statements have been prepared in accordance with GAAP applied on a consistent

basis throughout the periods covered thereby, present fairly the financial

condition of Synergetics, as of the respective dates thereof, and the results of

operations of Synergetics for such periods, are correct and complete, and are

consistent with the books and records of Synergetics (which books and records

are correct and complete).

(h) Synergetics Disclosure Binder. Synergetics has delivered to

the MergerSub prior to the execution of this Agreement the Synergetics

Disclosure Binder which contain certain information and material regarding

Synergetics. The Synergetics Disclosure Binder is, in all material respects, a

true, accurate and complete description of Synergetics and Synergetics'

business. The Synergetics Disclosure Binder does not contain any untrue

statement of a material fact or omit to state a material fact necessary in order

to make the statements so made or information so delivered not misleading.

Synergetics hereby covenants and agrees to provide Valley Forge and the

MergerSub with updates to the Synergetics Disclosure Binder from the date of

this Agreement through the Closing Date. Synergetics further covenants and

agrees to immediately notify Valley Forge and the MergerSub upon any event

(whether or not insured against), which is reasonably likely to have a Material

Adverse Effect.

(i) Absence of Material Changes. Except as otherwise described in

Section 4(i) of the Synergetics Disclosure Binder, since the Most Recent

Synergetics Fiscal Year End, there has not been any material adverse change in

the business, financial condition, operations or results of operations of

Synergetics. Without limiting the generality of the foregoing, since that date:

<PAGE>

(i) Synergetics has not sold, leased, transferred, or

assigned any of its assets, tangible or intangible, other than for a fair

consideration in the Ordinary Course of Business;

(ii) Synergetics has not entered into any agreement,

contract, lease, or license (or series of related agreements, contracts, leases,

and licenses) outside the Ordinary Course of Business;

(iii) except as disclosed in the Synergetics Disclosure

Binder, no party (including Synergetics) has accelerated, terminated, modified,

or cancelled any material agreement, contract, lease, or license (or series of

related material agreements, contracts, leases, and licenses) to which

Synergetics is a party or by which it is bound;

(iv) Synergetics has not granted any Security Interest

upon any of its assets, tangible or intangible;

(v) Synergetics has not made any capital expenditure (or

series of related capital expenditures) outside the Ordinary Course of Business;

(vi) Synergetics has not made any capital investment in,

any loan to, or any acquisition of the securities or assets of, any other Person

(or series of related capital investments, loans, and acquisitions) outside the

Ordinary Course of Business;

(vii) Synergetics has not issued any note, bond, or other

debt security or created, incurred, assumed, or guaranteed any indebtedness for

borrowed money or capitalized lease obligation outside the Ordinary Course of

Business;

(viii) Synergetics has not delayed or postponed the payment

of accounts payable and other Liabilities outside the Ordinary Course of

Business;

(ix) Synergetics has not cancelled, compromised, waived,

or released any right or claim (or series of related rights and claims) outside

the Ordinary Course of Business;

(x) Synergetics has not granted any license or sublicense

of any rights under or with respect to any Intellectual Property;

(xi) Synergetics has not declared, set aside, or paid any

dividend or made any distribution with respect to its capital stock (whether in

cash or in kind) or redeemed, purchased, or otherwise acquired any of its

capital stock;

(xii) Synergetics has not experienced any material damage,

destruction, or loss (whether or not covered by insurance) to its property;

<PAGE>

(xiii) Synergetics has not made any loan to, or entered into

any other transaction with, any of its directors, officers, and employees

outside the Ordinary Course of Business;

(xiv) Synergetics has not entered into any employment

contract or collective bargaining agreement, written or oral, or modified the

terms of any existing such contract or agreement;

(xv) Synergetics has not granted any increase in the base

compensation of any of its directors, officers, and employees outside the

Ordinary Course of Business;

(xvi) except as disclosed in the Synergetics Disclosure

Binder, Synergetics has not adopted, amended, modified or terminated any bonus,

profit-sharing, incentive, severance, or other plan, contract, or commitment for

the benefit of any of its directors, officers, and employees (or taken any such

action with respect to any other Employee Benefit Plan);

(xvii) Synergetics has not made any other change in

employment terms for any of its directors, officers, and employees outside the

Ordinary Course of Business;

(xviii) Synergetics has not made or pledged to make any

charitable or other capital contribution outside the Ordinary Course of

Business;

(xix) there has not been any other material occurrence,

event, incident, action, failure to act, or transaction outside the Ordinary

Course of Business involving Synergetics and Synergetics has not altered the

terms and conditions of firm purchase orders, commitments, or contracts for its

services and products (the "Backlog"), and the dollar amount of orders in the

Backlog is not materially less than it was as of such date, except as increased

or decreased in the Ordinary Course of Business, and the Backlog which is

outstanding and as of the date hereof contains terms and conditions that are

consistent with Synergetics' practices over the past year and as described in

the Synergetics Disclosure Binder; and

(xx) Synergetics has not committed to any of the foregoing.

(j) Undisclosed Liabilities. Except as set forth in Section 4(j)

of the Synergetics Disclosure Binder, Synergetics has no Liability (and there is

no Basis for any present or future action, suit, proceeding, hearing,

investigation, charge, complaint, claim, or demand against either of them giving

rise to any Liability), except for (i) Liabilities set forth in the Synergetics

Financial Statements and (ii) Liabilities which have arisen after the Most

Recent Synergetics Fiscal Month End in the Ordinary Course of Business (none of

which is material, or results from, arises out of, relates to, is in the nature

of, or was caused by any breach of contract, breach of warranty, tort,

infringement, or violation of law).

(k) Permits, Licenses and Legal Compliance. Section 4(k) of the

Synergetics Disclosure Binder sets forth all material permits, licenses,

franchises and approvals from all Federal, state, local and foreign governmental

<PAGE>

and regulatory bodies held by Synergetics. Synergetics has all permits,

licenses, franchises and approvals of all Federal, state, local and foreign

governmental or regulatory bodies required to carry on its businesses as

presently conducted, except for those the absence of which, individually or in

the aggregate, have not had and would not reasonably be expected to have, a

Material Adverse Effect; all such permits, licenses, franchises and approvals

are in full force and effect, and Synergetics has no Knowledge of any threatened

suspension or cancellation of any of them. Synergetics and its Affiliates, if

any, have complied with all applicable laws (including rules, regulations,

codes, injunctions, judgments, orders, decrees and rulings, thereunder) of

federal, state, local, and foreign governments (and all agencies thereof), and

no action, suit, proceeding, hearing, investigation, charge, complaint, claim,

demand, or notice has been filed or commenced against any of them alleging any

failure so to comply.

(l) Tax Matters.

-----------

(i) Synergetics has filed all Tax Returns that it was

required to file on or prior to the date hereof except the final tax returns

referred to in Section 2(d)(v) above. All such Tax Returns were correct and

complete in all material respects. All Tax owed by Synergetics (whether or not

shown on any Tax Return) have been paid. Synergetics currently is not the

beneficiary of any extension of time within which to file any Tax Return. No

claim has ever been made by an authority in a jurisdiction where Synergetics

does not file Tax Returns that it is or may be subject to taxation by that

jurisdiction. There are no Security Interests on any of the assets of

Synergetics that arose in connection with any failure (or alleged failure) to

pay any Tax.

(ii) Synergetics has withheld and paid all Tax required to

have been withheld and paid in connection with amounts paid or owing to any

employee, independent contractor, creditor, stockholder, or other third party.

(iii) Synergetics does not expect any authority to assess

any additional Tax for any period for which Tax Returns have been filed. There

is no dispute or claim concerning any Tax Liability of Synergetics either (A)

claimed or raised by any authority in writing or (B) as to which Synergetics has

Knowledge based upon personal contact with any agent of such authority. Section

4(l)(iii) of the Synergetics Disclosure Binder lists all federal, state, local,

and foreign income Tax Returns filed with respect Synergetics for taxable

periods ended on or before July 31, 2004. No Tax Returns have been audited or

are currently the subject of audit. Synergetics has delivered to MergerSub

correct and complete copies of all federal and state income Tax Returns.

(iv) Synergetics has not waived any statute of limitations

in respect of Tax or agreed to any extension of time with respect to a Tax

assessment or deficiency.

(v) The Synergetics Financial Statements for the Most

Recent Synergetics Fiscal Month End reflect an adequate reserve for all Taxes

payable by Synergetics for all taxable periods and portions thereof through the

date of such financial statements. No deficiency with respect to any Taxes has

<PAGE>

been proposed, asserted or assessed against Synergetics, and no requests for

waivers of the time to assess any such Taxes are pending.

(vi) Synergetics has disclosed on its federal income Tax

Returns all positions taken therein that could give rise to a substantial

understatement of federal income Tax within the meaning of Code Section 6662.

Synergetics is not a party to any Tax allocation or sharing agreement.

Synergetics (A) has not been a member of an Affiliated Group filing a

consolidated federal income Tax Return, and (B) has no Liability for the Tax of

any Person (other than Synergetics) under Treas. Reg. Section 1.1502-6 (or any

similar provision of state, local, or foreign law), as a transferee or

successor, by contract, or otherwise.

(vii) It is the intent of the Parties hereto that the

transactions hereunder qualify as a tax-free reorganization within the meaning

of Section 368(a)(1)(A) and 368(a)(2)(E) of the Code ("Tax-Free Status").

Synergetics will take all such action as is required in order to give effect to

the intent of the Parties for Federal, state and local Tax purposes to the

greatest extent permitted by law.

(m) Real Property.

-------------

(i) Except for the Synergetics Subsidiary property

located at 3845 Corporate Centre Drive, St. Charles, Missouri 63304-8678 (the

"Missouri Property") as detailed in Section 4(m) of the Synergetics Disclosure

Binder, Synergetics owns no real property. Section 4(m) of the Synergetics

Disclosure Binder lists and describes all real property leased by Synergetics.

There are no subleases with respect to such real property. Synergetics has

delivered to the MergerSub correct and complete copies of any and all title

binders and/or the leases (the "Leases") relative to the real property listed in

Section 4(m) of the Synergetics Disclosure Binder. With respect to the Leases:

(A) the Leases are legal, valid, binding and

enforceable in accordance with their terms, and are in full force and effect,

against Synergetics, and to its Knowledge, the landlord thereunder;

(B) subject to the consent of the landlord

thereunder, the Leases will continue to be legal, valid, binding and enforceable

in accordance with their respective terms, and in full force and effect, against

Synergetics, and to its Knowledge, the landlord thereunder, following the

consummation of the transactions contemplated hereby;

under the Leases, and no event has occurred which, with notice or lapse of time,

would constitute a breach or default thereunder by Synergetics or permit

termination, modification, or acceleration thereunder by the landlord

thereunder, and to the Knowledge of Synergetics, the landlord thereunder is not

in breach or default under any of the Leases, and no event has occurred which,

with notice or lapse of time, would constitute a breach or default by the

landlord or permit termination, modification, or acceleration thereunder by

Synergetics;

<PAGE>

(D) neither Synergetics nor, to its Knowledge,

the landlord thereunder, has repudiated any provision thereof;

(E) there are no disputes, oral agreements, or

forbearance programs in effect as to the Leases;

(F) Synergetics has not assigned, transferred,

conveyed, mortgaged, deeded in trust, or encumbered any interest in the

leasehold or other real property;

(G) except as set forth in Section 4(m) of the

Synergetics Disclosure Binder, Synergetics has received all approvals of

governmental authorities (including licenses and permits) required in connection

with the current operation of each building on the real property leased or owned

by Synergetics and each such building has been operated and maintained by

Synergetics in accordance with the Leases and all applicable laws, rules, and

regulations; and

(H) all buildings have access to water, sewer,

electric, gas and telephone utilities necessary for the current operation of

Synergetics within such buildings.

(n) Intellectual Property.

---------------------

(i) Synergetics owns all Intellectual Property used or

currently contemplated to be used in the future in the operation of the business

of Synergetics as presently conducted, including, but not limited to, all

Intellectual Property identified in Section 4(n) of the Synergetics Disclosure

Binder. Each such item of Intellectual Property owned or used by Synergetics or

any Affiliate immediately prior to the Closing hereunder will be owned or

available for use by the MergerSub or Valley Forge on identical terms and

conditions immediately subsequent to the Closing hereunder. Synergetics has

taken all necessary and desirable action to maintain and protect each such item

of Intellectual Property that it owns.

(ii) To the Knowledge of Synergetics, Synergetics has not

interfered with, infringed upon, misappropriated, or otherwise come into

conflict with any Intellectual Property rights of third parties, and Synergetics

has not received any charge, complaint, claim, demand, or notice alleging any

such interference, infringement, misappropriation, or violation (including any

claim that Synergetics or any Affiliate must license or refrain from using any

Intellectual Property rights of any third party).

(iii) To the Knowledge of Synergetics, Synergetics will not

interfere with, infringe upon, misappropriate, or otherwise come into conflict

with, any Intellectual Property rights of third parties as a result of the

continued operation of its businesses as presently conducted. Synergetics has no

Knowledge of any new products, inventions, procedures, or methods of

manufacturing or processing that any competitors or other third parties

(including any employee, independent contractor, director or officer of

<PAGE>

Synergetics) have developed which reasonably could be expected to supersede or

make obsolete any product or process of Synergetics. To the Knowledge of

Synergetics, no third party (including any employee, independent contractor,

director or officer of Synergetics) has interfered with, infringed upon,

misappropriated, or otherwise come into conflict with any Intellectual Property

rights of Synergetics or any Affiliate.

(o) Bank Accounts. Section 4(o) of the Synergetics Disclosure

Binder sets forth all the banks in which Synergetics has an account, credit line

or safety deposit box and a brief description of each such account, credit line

or safety deposit box, including the names of all persons currently authorized

to draw thereon or having access thereto.

(p) Inventory. Section 4(p) of the Synergetics Disclosure Binder

lists all the Synergetics inventory, supplies, manufactured and purchased parts,

all of which are merchantable and fit for the purpose for which it was procured

or manufactured, and none of which is obsolete, damaged, or defective.

(q) Contracts. Section 4(q) of the Synergetics Disclosure Binder

lists the following contracts and other agreements to which Synergetics is a

party:

(i) any agreement (or group of related agreements) for

the lease of personal property to or from any Person;

(ii) any agreement (or group of related agreements) for

the purchase or sale of raw materials, commodities, supplies, products, or other

personal property, or for the furnishing or receipt of services;

(iii) any agreement concerning a partnership or joint

venture;

(iv) any agreement (or group of related agreements) under

which it has created, incurred, assumed, or guaranteed any indebtedness for

borrowed money, or any capitalized lease obligation, or under which it has

imposed a Security Interest on any of its assets, tangible or intangible;

(v) any agreement concerning confidentiality or

non-competition of Synergetics or any of its employees, independent contractors,

officers or directors;

(vi) any agreement involving any Synergetics shareholders,

Affiliates or Subsidiary;

(vii) any profit sharing, stock option, stock purchase,

stock appreciation, deferred compensation, severance, or other plan or

arrangement for the benefit of its current or former directors, officers, and

employees;

(viii) any collective bargaining agreement;

(ix) any agreement for the employment of any individual on

a full-time, part-time, consulting, or other basis or providing severance

benefits;

<PAGE>

(x) any agreement under which it has advanced or loaned

any amount to any of its directors, officers, employees or independent

contractors;

(xi) any agreement under which the consequences of a

default or termination could have a Material Adverse Effect on Synergetics; or

(xii) any other agreement with an annual value in excess of

$10,000.

Synergetics has delivered to MergerSub a correct and complete copy of each

written agreement listed in Section 4(q) of the Synergetics Disclosure Binder

(as amended to date) and a written summary setting forth the terms and

conditions of any oral agreement. With respect to each such agreement: (A) the

agreement is legal, valid, binding, enforceable, and in full force and effect;

(B) the agreement will continue to be legal, valid, binding, enforceable, and in

full force and effect on identical terms following the consummation of the

transactions contemplated hereby; (C) neither Synergetics, nor to its Knowledge,

any other party thereto is in breach or default, and no event has occurred which

with notice or lapse of time would constitute a breach or default, or permit

termination, modification, or acceleration, under the agreement; and (D) neither

Synergetics, nor to its Knowledge, any other party thereto has repudiated any

provision of the agreement.

(r) Notes and Accounts Receivable. All notes and accounts

receivable of Synergetics reflected in the Synergetics Financial Statements for

the Most Recent Synergetics Fiscal Month End are valid receivables subject to no

set-offs or counterclaims, are current and collectible, net of the applicable

reserve for bad debts on the balance sheet for the Most Recent Synergetics

Fiscal Month End.

(s) Powers of Attorney. There are no outstanding powers of

attorney executed on behalf of Synergetics.

(t) Insurance. Section 4(t) of the Synergetics Disclosure Binder

sets forth the following information with respect to each insurance policy

(including policies providing property, directors and officers indemnification,

casualty, liability, and workers' compensation coverage and bond and surety

arrangements) to which Synergetics has been a party, a named insured, or

otherwise the beneficiary of coverage at any time within the past three (3)

years:

(i) the name, address, and telephone number of the agent;

(ii) the name of the insurer, the name of the

policyholder, and the name of each covered insured;

(iii) the policy number and the period of coverage;

<PAGE>

(iv) the scope (including an indication of whether the

coverage was on a claims made, occurrence, or other basis) and amount (including

a description of how deductibles and ceilings are calculated and operate) of

coverage;

(v) a description of any retroactive premium adjustments

or other loss-sharing arrangements; and

(vi) a list of all claims made under said policies.

With respect to each such insurance policy that has not, by its terms, lapsed:

(A) the policy is legal, valid, binding, enforceable, and in full force and

effect; (B) the policy will continue to be legal, valid, binding, enforceable,

and in full force and effect on identical terms following the consummation of

the transactions contemplated hereby; (C) neither Synergetics, nor to its

Knowledge, any other party to the policy is in breach or default (including with

respect to the payment of premiums or the giving of notices), and no event has

occurred which, with notice or the lapse of time, would constitute such a breach

or default, or permit termination, modification, or acceleration, under the

policy; and (D) neither Synergetics, nor to its Knowledge, any other party to

the policy has repudiated any provision thereof. Synergetics has been covered

during the past three (3) years by insurance in scope and amount customary and

reasonable for the businesses in which it has engaged during the aforementioned

period.

(u) Litigation. Except as set forth in Section 4(u) of the

Synergetics Disclosure Binder, there is not pending against Synergetics or, to

the Knowledge of Synergetics, threatened against Synergetics, its Affiliates or

Subsidiaries any claim, action, suit, arbitration proceeding, governmental

proceeding or other proceeding of any character (each, a "Proceeding"). All of

the items set forth on Section 4(u) of the Synergetics Disclosure Binder are

fully covered by insurance except as indicated on such section of the

Synergetics Disclosure Binder. Except as set forth on Section 4(u) of the

Synergetics Disclosure Binder, (i) all pending Proceedings relating to or

involving the Synergetics, its Subsidiaries or Affiliates (or any of their

respective officers or directors as such) are adequately provided for in the

Synergetics Financial Statements in accordance with GAAP, (ii) except as

detailed on Section 4(u) of the Synergetics Disclosure Binder, Synergetics, its

Subsidiaries or Affiliates are not engaged in or otherwise prosecuting any legal

action to recover monies due it or for damages sustained by it, and (iii)

Synergetics, its Subsidiaries or Affiliates are not subject to any judgment,

decree, injunction, rule or order of any court, and Synergetics, its

Subsidiaries or Affiliates are not subject to any governmental restriction which

is reasonably likely (a) to have a Material Adverse Effect or (b) to cause a

material limitation on Synergetics' ability to operate its business after the

Closing. There are no Proceedings pending, nor to Synergetics' Knowledge,

threatened, under or pursuant to any warranty, whether expressed or implied, on

products or services sold by Synergetics, its Subsidiaries or Affiliates.

(v) Product Warranty. Each product manufactured, sold, leased, or

delivered by Synergetics has been in conformity with all applicable contractual

commitments and all express and implied warranties, and Synergetics has no

Liability (and there is no Basis for any present or future Proceeding against

any of them giving rise to any Liability) for replacement or repair thereof or

<PAGE>

other damages in connection therewith. No product manufactured, sold, leased, or

delivered by Synergetics or any Affiliate is subject to any guaranty, warranty,

or other indemnity. Section 4(v) of the Synergetics Disclosure Binder includes

copies of the standard terms and conditions of sale or lease for each of

Synergetics products.

(w) Product Liability. Neither Synergetics nor any Affiliate has

any Liability (and there is no Basis for any present or future Proceeding

against any of them giving rise to any Liability) arising out of any injury to

individuals or property as a result of the ownership, possession, or use of any

product manufactured, sold, leased, or delivered by Synergetics or any

Affiliate.

(x) Employees. Section 4(x) of the Synergetics Disclosure Binder

lists the names, titles, date of hire, last salary increase and current salary

rates of, bonus, commission, employee benefit, health insurance, pension,

retirement, vacation, and sick pay commitments to all employees and independent

contractors of Synergetics. The accrued liability for the foregoing commitments

shall be included in the Synergetics Financial Statements. To the Knowledge of

Synergetics, no executive, employee, or independent contractor has any plans to

terminate their relationship with Synergetics. Synergetics is not a party to or

bound by any collective bargaining agreement, nor has it experienced any

strikes, grievances, claims of unfair labor practices, or other collective

bargaining disputes. Synergetics has not committed any unfair labor practice.

Synergetics has no Knowledge of any organizational effort presently being made

or threatened by or on behalf of any labor union with respect to employees of

Synergetics. Neither Synergetics, nor any of its officers, directors or

employees are subject to any claim or potential claim, currently or as a result

of the transaction described herein, of employment discrimination, wrongful

termination, sexual harassment or other employment related claims by any present

or past employee or independent contractor of Synergetics.

(y) Employee Benefits. Except as disclosed in Section 4(y) of the

Synergetics Disclosure Binder, Synergetics does not currently and has never in

the past maintained, and has never contributed to, any Employee Benefit Plan or

Employee Welfare Benefit Plan.

(z) Guaranties. Synergetics is not a guarantor or otherwise liable

for any Liability or obligation (including indebtedness) of any other Person.

(aa) Environment, Health, and Safety.

-------------------------------

(i) Synergetics has complied in all material respects

with all Environmental, Health, and Safety Laws, and no Proceeding or written

notice has been filed or commenced against any of them alleging any failure so

to comply. Without limiting the generality of the preceding sentence,

Synergetics has obtained and been in material compliance with all of the terms

and conditions of all permits, licenses, and other authorizations which are

required under, and has complied in all material respects with all other

limitations, restrictions, conditions, standards, prohibitions, requirements,

obligations, schedules, and timetables which are contained in, all

Environmental, Health, and Safety Laws.

<PAGE>

(ii) Synergetics has no Liability (and Synergetics has not

handled or disposed of any substance, arranged for the disposal of any

substance, exposed any employee or other individual or Person to any substance

or condition, or owned or operated any property or facility in any manner that

could form the Basis for any present or future action, suit, proceeding,

hearing, investigation, charge, complaint, claim, or demand against Synergetics

giving rise to any Liability) for damage to any site, location, or body of water

(surface or subsurface), for any illness of or personal injury to any employee

or other individual or Person, or for any reason under any Environmental,

Health, and Safety Law, except for any Liability which has not had and would not

reasonably be expected to have a Material Adverse Effect.

(iii) All properties and equipment used in the business of

Synergetics are free of asbestos, PCB's, methylene chloride, trichloroethylene,

1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous

Substances, except to the extent reasonable amounts of such substances are used

in compliance with applicable Environmental, Health and Safety Laws.

(ab) Certain Business Relationships With Affiliates. Except for the

business arrangements and relationships between Synergetics and any Affiliate

which are set forth in Section 4(ab) of the Synergetics Disclosure Binder, none

of the Synergetics shareholders or their Affiliates has been involved in any

business arrangement or relationship with Synergetics within the past 24 months,

and none of the Synergetics shareholders or their Affiliates owns any asset,

tangible or intangible, which is used in the business of Synergetics, as

modified by the Synergetics disclosure Binder.

(ac) Subsidiaries.

------------

(i) Each Subsidiary of Synergetics is a corporation duly

organized, validly existing, and in subsisting under the laws of the

jurisdiction of its incorporation. Each Subsidiary of Synergetics is duly

authorized to conduct business and subsisting under the laws of each

jurisdiction where such qualification is required, except for the jurisdiction

in which the failure to be so qualified has not had and would not reasonably be

expected to have a Material Adverse Effect on Synergetics or such Subsidiary.

Each Subsidiary of Synergetics has full corporate power and authority to carry

on the business in which it is engaged and to own and use the properties owned

and used by it. The Certificate of Incorporation of each Subsidiary of

Synergetics and all amendments thereto to date, By-laws as amended to date and

minutes and stock books, have been delivered to the MergerSub for review prior

to execution of this Agreement, and are full, complete and correct to the date

of this Agreement. No Subsidiary of Synergetics is in violation of any of the

provisions of its Certificate of Incorporation, as amended, or By-laws, as

amended. The said minutes accurately and fully reflect all meetings, actions,

proceedings and other matters properly includable therein. Except as reflected

in said minutes, there are no minutes of meetings or consents in lieu of

meetings of the Board of Directors or shareholders of any such Subsidiary of

Synergetics.

(ii) The authorized capital stock of each Subsidiary of

Synergetics and the issued and outstanding shares of capital stock of each such

Subsidiary are set forth in Section 4(ac) of the Synergetics Disclosure Binder.

<PAGE>

Section 4(ac) of the Synergetics Disclosure Binder also sets forth a true and

complete list of all of the shareholders of each such Subsidiary, the number of

shares of capital stock owned by each of them, and as set forth in the

Synergetics' books and records, the date such shares were transferred or issued

to said shareholders and each shareholder's address. Except as detailed in

Section 4(ac) of the Synergetics Disclosure Binder, there are no outstanding or

authorized options, warrants, purchase rights, subscription rights, conversion

rights, exchange rights, or other contracts or commitments that could require

any such Subsidiary to issue, sell, or otherwise cause to become outstanding any

capital stock. All of the issued and outstanding shares of capital stock of each

Subsidiary of Synergetics have been duly authorized and validly issued, are

fully paid and non-assessable, are not subject to preemptive rights, and have

been issued in compliance with all applicable federal and state securities laws.

There are no outstanding or authorized stock appreciation, phantom stock, profit

participation, or similar rights with respect to any Subsidiary of Synergetics.

(iii) Synergetics does not control directly or indirectly

or have any direct or indirect equity participation or similar interest in any

corporation, partnership, limited liability company, joint venture, trust or

other business association or entity which is not a Subsidiary.

(ad) Disclosure. The representations and warranties contained in

this Section 4, as modified by the Synergetics Disclosure Binder, do not contain

any untrue statement of a material fact or omit to state a material fact

necessary in order to make the statements and information contained in this

Section 4 not misleading.

(ae) Internal Controls; Information Provided.

---------------------------------------

(i) Each of the consolidated financial statements

included in the Synergetics Disclosure Binder, together with the notes and

schedules related thereto, as of their respective dates, (A) were prepared in

accordance with GAAP, applied on a consistent basis throughout the periods

involved (except as may be indicated in the notes to such financial statements

or, in the case of unaudited interim financial statements) and (B) fairly

presented in all material respects the consolidated financial position of

Synergetics and its Subsidiaries as of the respective dates of the balance

sheets included therein and the results of operations and changes in financial

position for the respective periods indicated, except that the unaudited interim

financial statements are subject to lack of footnotes and normal and recurring

year-end adjustments and any other adjustments described therein not material in

amount.

(ii) Each of Synergetics and its Subsidiaries maintains

accurate books and records reflecting its assets and liabilities and maintains

proper and adequate internal accounting controls which provide reasonable

assurance that (A) transactions are executed with management's authorization;

(B) transactions are recorded as necessary to permit preparation of the

consolidated financial statements of Synergetics in accordance with GAAP and to

maintain accountability for Synergetics' consolidated assets; (C) access to

Synergetics' assets is permitted only in a

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