VALLEY FORGE COMPOSITE TECHNOLOGIES, INC. ACKNOWLEDGEMENT AND AGREEMENT

VALLEY FORGE COMPOSITE TECHNOLOGIES, INC.

ACKNOWLEDGEMENT AND AGREEMENT

This Acknowledgement and Agreement is furnished pursuant to that certain Securities Purchase Agreement, dated as of August 10, 2009 (the “ Agreement ”), by and among Valley Forge Composite Technologies, Inc., a Florida corporation (the “ Company ”), and the investors listed on the Schedule of Buyers attached thereto.  (Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.)  

The undersigned, Louis J. Brothers, Chief Executive Officer of the Company, hereby acknowledges on behalf of the Company in his capacity as an officer of the Company that the consummation of the transactions contemplated by the Agreement shall constitute a “ Dilutive Issuance ” (as such term is defined in each of the Prior Notes and Prior Warrants, each as defined in the Agreement). So as to facilitate the transactions contemplated by th