DEMAND PROMISSORY NOTE


$12,000.00                                                OAKS,
                                                          PENNSYLVANIA
                                                          JULY 7, 1999


     FOR VALUE RECEIVED, Bernard H. Shuman, an individual having an
address at 329 Cypress Street, Philadelphia, Pennsylvania, 19106
("Obligor") promises to pay to the order of Valley Forge Scientific
Corp., having an address at 136 Green Tree Road, Suite 100, Oaks,
Pennsylvania 19456 (hereinafter "Payee"), the principal sum of
Twelve Thousand Dollars ($12,000.00) at the times hereinafter
stated, under the following terms:

     1.    Payment of Principal and Interest. Principal and
interest, computed at the "applicable federal rate" as set forth
under the Internal Revenue Code of 1986, as amended, and the
applicable regulations thereunder, shall be payable by Obligor to
Payee on Demand.

     2.    Event of Default.  An "Event of Default" shall occur upon
the failure of Payee to make the payments set forth in paragraph 1,
on the date set forth therein.

     Upon the occurrence of an Event of Default, a late charge of
five (5%) percent  of the amount due shall be added to the amount
which is in default and Payee shall be entitled to all remedies
available at law.

     3.    Waiver. Obligor waives presentment for payment, demand
for payment, notice of protest, protest and notice of dishonor of
this Note, and authorizes the Payee without notice to or consent of
Obligor to grant extensions in the time of payment of and reduction
in the rate of interest on any money owing on this Note.

     4.    Prepayment. This Note may be prepaid in whole or in part
at any time without penalty.

     5.    No Additional Waiver Implied by One Waiver. The Payee
shall not by any act be deemed to have waived any of its rights or
remedies hereunder unless such waiver is in writing and signed by
the Payee, and then only to the extent set forth therein. A waiver
as to any one event shall in no way be construed as continuing or as
preventing waiver of such rights or remedy on a subsequent event.

     6.    Tender of Payment. All payments due under this Note shall
be paid to Payee at the address set forth on the first page of this
Note, or such other address as Payee may inform the undersigned in
writing. All payments on this Note shall be applied first to the
payment of interest with any balance to the payment and reduction of
principal.

     7.    Time of Payment. Whenever any payment to be made by
Obligor to the Payee pursuant to the terms of this Note (i) shall be
tendered by Obligor to the Payee in immediately available funds,
during normal banking hours on any banking business day, then such
payment shall be considered to have been made on that business day,
or (ii) shall be stated to be due on a day which is not a banking
business day, such payment may be made on the next succeeding
banking business day.

     8.    Pennsylvania Law Governs. This Note and all matters
relating thereto shall be governed by and construed and interpreted
in accordance with the laws of the State of Pennsylvania.

     IN WITNESS WHEREOF,  Obligor has caused this Note to be duly
executed, attested and delivered by its authorized and empowered
officer, as of the day and year first written above.


WITNESS:




                      /s/ Bernard H. Shuman
                      ------------------
                      Bernard H. Shuman