Exhibit 99.2

                    Filed by Valley Forge Scientific Corp., Pursuant to Rule 425
                                                under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                       under the Securities Exchange Act of 1934

                                  Subject Company: Valley Forge Scientific Corp.
                                                  Commission File No.: 001-10382

                               Internal Memorandum

To:      Valley Forge Scientific Corp. Employees

From:    Jerry L. Malis, Chairman, CEO and President - Valley Forge Scientific
         Corp.

Date:    May 3, 2005

Subject: News Announcement

I have some exciting news to announce. The Board of Directors of Valley Forge
Scientific Corp. and Synergetics, Inc., a privately held corporation, have
agreed to merge. We believe this transaction creates significant value for our
company and provides excellent opportunities for growth for the combined
company. We encourage you to review the press release we just issued, which is
posted on the web site, www.vlfg.com.

The proposed transaction will be a stock-for-stock exchange of shares whereby
Valley Forge will issue approximately 16 million shares in exchange for all
shares of Synergetics, Inc. Upon completion of the transaction, Synergetics'
former stockholders will represent approximately 66% of Valley Forge's
outstanding common stock on a fully diluted basis. While we will continue to
have our offices in the Philadelphia area, after the merger the official
corporate headquarters of the new company will be in St. Louis, Missouri. The
transaction is subject to shareholder approval by both companies, and we will
soon be filing documents containing significantly more information about the
transaction and our joint business plan with the Securities and Exchange
Commission.

That is a brief description of the transaction; now let me address the
combination of the new company and some of the rationale for proceeding.

Synergetics is a privately-held corporation that is involved in the development,
manufacture and sales of durable and disposable instruments for retina surgery,
neurosurgery and other micro-surgery markets. Synergetics is a manufacturer with
an established distribution network through independent and direct sales
organizations. Through their network, Synergetics distributes its products into
more than 60 countries. Synergetics' sales organization will give us the ability
to expand our business to incorporate design, development and manufacture of our
products and instruments into a more vertically integrated company using
Synergetics' distribution channels to sell those products directly into the
market.


In order to enable a seamless transition, until the merger is approved, we will
need to conduct day-to-day business as usual. We hope that you will continue to
do your part in this regard and that you will share in management's enthusiasm
for this new chapter in our company's quest to maximize shareholder value.

After the merger, Gregg Scheller, the CEO and President of Synergetics will be
the CEO of the new combined Company and I will be Executive Vice-President and
Chief Scientific Officer. I am excited about this prospect and working with
Gregg and his team. I know it will be a great opportunity for our employees, our
customers and our shareholders. I appreciate your hard work, dedication and
continued support.

Many thanks.

Jerry


Some statements in this announcement may be "forward-looking statements" for the
purposes of the Private Securities Litigation Reform Act of 1995. In some cases,
forward-looking statements can be identified by words such as "believe",
"expect", "anticipate", "plan", "potential", "continue" or similar expressions.
Such forward-looking statements are based upon current expectations and beliefs
and are subject to a number of factors. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially from those indicated in the forward-looking statements, including but
not limited to: (i) the possibility that the transaction will not close or that
the closing will be delayed due to regulatory review or other factors; (ii) the
challenges and costs of combining the operations and personnel of Synergetics
with Valley Forge; (iii) the ability to attract and retain highly qualified
employees; (iv) competitive factors, including pricing pressures; (v) reaction
of customers of Valley Forge and Synergetics and end-users of their products and
related risks of maintaining pre-existing relationships of Valley Forge and
Synergetics; (vi) fluctuating currency exchange rates; (vii) adverse changes in
general economic or market conditions; and (viii) other one-time events and
other important factors disclosed previously and from time to time in Valley
Forge's filings with the SEC and to be more specifically set forth in the Joint
Proxy Statement/Prospectus to be filed by Valley Forge and Synergetics with the
SEC. Valley Forge and Synergetics disclaim any obligation to update any
forward-looking statements after the date of this release.