1.

Start Date. Your start date for employment with the Company (the “Start Date”) will be on June 26, 2014.

2.

Responsibilities; Reporting. In your position you will be responsible for the management of the Company’s financial operations and accounting, SEC reporting, insurance matters, and working with our audit committee and senior management with respect to all of the Company’s financial affairs. You will be named as our Principal Accounting Officer and Principal Financial Officer. You will also perform such other duties and responsibilities that are commensurate with your position and as are from time to time assigned to you. You will report to the CEO. You will perform your duties at the Company's headquarters, located in Orangeburg, New York.

3.

Base Salary. You will receive an annualized base salary of $175,000 (“Base Salary”), subject to applicable withholding, which will be paid in accordance with the Company’s payroll practices. Future adjustments will be based upon the results of your annual performance review and are subject to the Board’s discretion.

4.

Long-Term Incentive. You will be granted 100,000 options to purchase Company Common Stock (“Options”), which will be subject to the approval of the compensation committee of the Board of Directors of the Company (the “Board”). These options will vest over four years, starting on the first anniversary of your Start Date. The exercise price will be the closing price of the Company’s Common Stock on the day before your Start Date. The Options will be subject to the terms of VSI’s 2007 Stock Incentive Plan and a separate individual stock option agreement that will be provided to you.

5.

Benefits. You will be entitled to participate in the Company’s standard benefits package, which may be changed from time to time, currently including insurance for medical, dental, life, short-term disability, long-term disability and the Company’s 401K plan.

6.

PTO. You will be eligible for Paid Time Off and all major United States holidays, consistent with Company policies.

7.

Expenses and Travel. The Company will reimburse you for all reasonable travel and lodging expenses actually incurred or paid by you in performance of your services, on a monthly basis, consistent with the Company’s policy.

8.

Reviews. The Company will perform annual performance reviews. Base Salary increases and bonus awards are reviewed and decided on an annual basis by the compensation committee of the Board.

Sincerely,

Vision-Sciences, Inc.

By:                                                     

Name:     Howard Zauberman

Title:     President and Chief Executive Officer

1.

PROTECTION OF COMPANY INFORMATION; INVENTIONS; REMEDIES

a.

Trade Secrets and Confidential Information. During the term of this Agreement, you may have access to trade secrets and other confidential or proprietary information about the Company and its customers, partners, agents, contractors, licensers and vendors, whether or not labeled as such, including Company information acquired or developed in the course of the Company’s operations.

i.

The term “Trade Secret” means information, including a formula, pattern, compilation, program, device, method, technique, equipment, or process, developed or acquired by the Company in the course of the Company’s operations, that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

ii.

The term “Confidential Information” means information and data not generally known outside the Company concerning the Company or its business, and the Company’s business and technical information including computer technology and programs; pricing, accounting, selling, marketing, costs, profits, sales, product, personnel, research and development data; processes; techniques; know how; customer lists; accounts and contracts; financial and marketing data and plans; business plans; samples; models; illustrations; information regarding the abilities and expertise of the Company’s consultants; information relating to customers and customer preferences; and information customers or other third parties entrusted to the Company. Materials such as customer, price and supplier lists; reports; or computer programs may contain such information or may constitute unwritten information, techniques, processes practices or knowledge.

iii.

Trade Secrets and Confidential Information (collectively “Proprietary Information”) collectively include hardware and software in various states of development, specifications and layouts, techniques, models, processes, procedures, know how, internal operating manuals, marketing techniques and data, prospect and customer lists, marketing data and strategy, cost and pricing data, budgets, forecasts, business plans, and any other information concerning the Company’s business and/or products that is not publicly available.

b.

Treatment of Information. Disclosure of any Proprietary Information may damage the Company’s business and during and after the term of this Agreement, you will safeguard such Proprietary Information and will not use or disclose any Proprietary Information in any manner, except in performing employment services or as the law requires. Upon termination of this Agreement, you will promptly return to the Company any documents and materials that you possess that contain or relate, in any manner, to any Proprietary Information. You understand that your obligations pertaining to Proprietary Information shall remain in effect in perpetuity or until the Company has released it into the public domain, in which case your obligations hereunder shall cease with respect to only such information so released.

c.

Information of Others. You will not disclose to the Company, use in its business, or cause it to use, any information or material that is confidential or proprietary to others.

d.

New Inventions and Creations.

i.

Disclosure and Assignment. You shall disclose promptly and fully to the Company all inventions, discoveries, improvements, concepts or ideas, whether or not patentable, conceived or made by you, whether alone or with others, during the term of this Agreement and related in the sole judgment of Company to the products, business or activities of the Company (“Work”), and you hereby assign and will assign all of such interests therein to the Company or its nominee. All copyrightable works created by you or under your direction in connection with the Company’s business are “works made for hire” within the meaning of the copyright laws of the United States and any similar laws of other jurisdictions, and shall be the sole and complete property of the Company and any and all copyrights to such works shall belong to the Company. To the extent any Work is not deemed to be a “work made for hire” for the Company, you hereby assign all proprietary rights to such Work, including to patent rights, trade secrets, reproduction rights, adaptation rights, distribution rights, public display rights and copyrights, in such Work to the Company and any results or proceeds thereof, in perpetuity throughout the universe in all languages and formats, and in any and all media, whether now known or hereafter devised, without further compensation. New rights to the Work may come into being and/or be recognized in the future, under the law and/or in equity (the “New Exploitation Rights”), and you intend to and do hereby grant and convey to the Company any and all such New Exploitation Rights in and to the Work and any other results or proceeds thereof. You agree to execute any documents and do any other acts consistent herewith as may be reasonably required by the Company or its assignees or licensees to further evidence or effectuate the Company’s rights as set forth in this Section or as may be necessary, useful or convenient for the purposes of securing to the Company or the Company’s nominees any patent, trademark or copyright protections throughout the universe to any or all of the Work.

ii.

Appointment. You hereby appoint the Company as your attorney-in-fact (which appointment is irrevocable and coupled with an interest), with full power of substitution and delegation, to execute any and all documents needed to secure to the Company or the Company’s nominees any patent, trademark or copyright protections throughout the universe to any or all of the Work (“Signing”) and do any and all such other acts consistent with this Agreement that you fail to do promptly after request to effectuate the Signing. The obligations set forth in this Subsection ii. shall continue beyond the term of this Agreement with respect to any Work, including any inventions, discoveries, improvements, concepts or ideas, whether or not patentable, or copyrightable works, the Employee has conceived or made, whether alone or with others, during the term of this Agreement, and shall bind its assigns, executors, administrators and other legal representatives.

iii.

No Designation. The Company and its licensees are not required to designate you as author of any design, computer program or related documentation, or other work of authorship, assigned hereunder when distributed publicly or otherwise. You hereby waive and release, to the extent permitted by law, all rights to the foregoing.

e.

Prior Inventions. You represent to the Company that there exist no prior inventions (“Prior Invention(s)”) including any unpatented inventions, improvements or developments, whether patentable or unpatentable, which you made or conceived prior to your retention by the Company and for which you claim or may wish to claim ownership now or in the future. As used herein, the term “Prior Inventions” does not include any matter which would constitute Proprietary Information of any person other than you, arising out of your prior employment or consulting relationships or out of any of your other engagements or commitments.

f.

Covenant Not To Compete. During the term of this Agreement and for a period of twelve (12) months after its termination by either party, you will not, directly or indirectly be employed by or own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected in any manner with, any business (whether in corporate, proprietorship, or partnership form) which competes with the business of the Company. By way of example only, a business designing, manufacturing, distributing, or selling endoscopes, borescopes, or any equipment or materials used in connection with endoscopes or borescopes is an example of a company that directly competes with the business of the Company.

g.

No Solicitation of Employees or Consultants. For a period of eighteen months (18 ) months after termination of this Agreement, you will not, without the prior written consent of the Company, directly or indirectly, solicit or attempt to solicit for employment any person the Company employs, either on a full time, part time or consulting basis.

h.

No Solicitation of Clients or Suppliers. For a period of two (2) years after the expiration or earlier termination of this Agreement for any reason, you will not, directly or indirectly, solicit or attempt to solicit any person or entity which is a customer, client or supplier of the Company, or proposed customer, client or supplier of the Company on the date of termination, with respect to products or services competitive with those the Company offers or proposes to offer on the date this Agreement terminates.

i.

Nondisparagement. Neither the Company nor you shall directly or indirectly, in any communications with any reporter, author, producer or any similar person or entity, the press or other media, or any customer, client or supplier of the Company, or any future business associate or employer of yours, or person or entity seeking references, criticize, ridicule or make any statement which is negative, disparages or is derogatory of either party, or any of the Company’s directors or senior officers

j.

Remedies. The parties recognize that irreparable injury, which monetary damages could not fully compensate, will result if a party breaches the covenants contained in this Agreement. Accordingly, the parties agree that, as a remedy for a breach of those covenants, the party claiming injury shall be entitled, in addition to other legal and equitable damages and remedies, to temporary and permanent injunctive relief to restrain the breaching party and all other persons, firms or entities acting for or with the breaching party, from any violations of this Agreement. In any action to enforce the provisions of any Section or party of this Agreement, the prevailing party, in addition to any other remedy, shall be entitled to recover reasonable attorney’s fees and all other reasonable costs associated with any such action both on the trial and appellate level and in any creditor’s proceedings. If a court of competent jurisdiction determines by final non-appealable judgment that the scope, time period, or geographical limitations of any of the restrictive covenants specifically set forth in this Agreement are too broad to be capable of enforcement, the court is authorized, and the parties stipulate that it shall modify said restrictive covenants and enforce such provisions as to scope, time, and geographical areas as the court deems equitable, just and appropriate considering the intent of the parties.

a.

Exclusive Basis.     Your employment with the Company is on an exclusive and full-time basis, and while employed by the Company you may not engage in any other business activity that conflicts with your duties and obligations (including your commitment of full-time employment) to the Company. Nothing contained in this Agreement shall be deemed to prohibit you from continuing to sit on the boards or committees of professional organizations or associations or participating in professional development activities, or from speaking to professional organizations or committees, so long as such activities would not otherwise violate Section 1 of this Agreement or interfere with your ability to perform your duties.

b.

Equipment.      Any computer or other equipment, including portable electronic devices, the Company provides to you is the sole property of the Company, and you must return it to the Company upon request or upon termination of this Agreement for any reason. All use of such equipment shall be subject to the terms of the Company’s policies then in effect.

c.

Data.     All documents, data, recordings, or other property, whether tangible or intangible, including all information stored in electronic form, obtained or prepared by or for you and utilized by you (other than materials, including lists of business contacts you have brought with you) in the course of your employment with the Company are and shall remain the exclusive property of the Company and shall remain in the Company’s exclusive possession at the conclusion of your employment.

d.

No Conflict.     You represent and warrant to the Company that the execution and performance of this Agreement does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which you are a party or which you are bound and you are not a party to or have not been released from any conflicting consulting agreement, employment agreement, noncompete agreement or confidentiality agreement with any other person or entity. You hereby agree to indemnify and hold harmless the Company for any damages, liabilities or costs incurred arising out of a breach of the representation set forth in this subparagraph d.

3.

EFFECTS OF TERMINATION. You understand that you are employed “at will.” You have the right to resign from employment with the Company at any time you desire. The Company similarly has the right to terminate your employment at any time it desires to do so.

4.

MISCELLANEOUS.

a.

Waivers. Waiver of a breach of any provision of this Agreement by a party shall not operate or be construed as a waiver of any subsequent breach. Any delay in asserting any of remedies hereunder shall not be construed as a waiver.

b.

Successors and Assigns. The rights and obligations of the parties under this Agreement shall continue in effect to the benefit of and shall bind the successors and assigns of the parties.

c.

Severability. Each covenant set forth above is an independent and separate covenant. If the provisions of any of the covenants set forth above should ever be judicially determined to exceed the time or geographic limitations permitted by applicable law, you agree that such provisions shall be reformed to set forth the maximum limitations permitted. The invalidity of any provision or any covenant will not affect the validity or enforceability of any other provision or covenant.

d.

Law; Jurisdiction; Venue. This Agreement has been made and will be at least partly performed in the State of New York and the laws of the State of New York shall govern without regards to its conflicts of laws provisions. Each of the parties hereto submits to the exclusive jurisdiction and venue of any competent court located in the County of Rockland, State of New York.

e.

Entire Agreement; Amendment. This Agreement, which includes the Offer Letter, supersedes any and all prior understandings or agreements with respect to the subject matter herein. Only a writing signed by the parties may amend this Agreement.

f.

Assignment and Nondelegation. The Company may assign this Agreement to any business, enterprise, person, firm, corporation, partnership, association or other entity acquiring (by purchase, merger, share exchange, or otherwise), directly or indirectly, any business or product or the assets of the Company without the Employee’s prior consent. You may not delegate the performance of your duties under this Agreement. You may, the extent permitted by applicable law, and the terms of the Company’s incentive programs, assign any financial benefit due to you to any person or entity upon written notice to the Company.

g.

Interpretation. The descriptive headings used in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Each party has had the opportunity to have legal counsel review this Agreement. Any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to this Agreement. The definitions of the terms in this Agreement shall apply equally to the singular and plural forms of the defined terms. The phrase “without limitation” shall be implied to follow the words “include,” “includes” and “including”. Unless the context requires otherwise, references to sections and paragraphs shall be construed to refer to sections and paragraphs of this Agreement.

h.

Notices. All notices or other communications which are required or permitted pursuant to this Agreement shall be in writing and sufficient if delivered personally or by telecopier (with a confirmation copy sent by mail) or sent by registered or certified mail, postage prepaid, to the Company at its address first set forth above, and to You at the address written below.

i.

Indemnification and Insurance. The Company shall, to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, by-laws or Board resolutions or by the laws of the State of Delaware, indemnify you against any judgments, fines, penalties, settlement amounts and reasonable costs and expenses actually incurred (including legal fees) if you are made a party, or are threatened to be made a party, to any proceeding by reason of the fact that you are or were an officer, employee, or agent of the Company. During the term of your employment the Company shall keep in place a directors and officers liability insurance policy (or policies) providing comprehensive coverage to you to the same extent that Company provides such coverage for any other officer.

j.

Execution by Counterpart; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Any party may execute and deliver this Agreement in a counterpart with electronic or facsimile signatures, and such counterpart shall be deemed an original.

COMPANY

VISION-SCIENCES, INC

By: ______________________

Name:     Howard Zauberman

Title:     Chief Executive Officer

Date Signed: ______________________