Exhibit
10.47




Vision-Sciences,
Inc.


40
Ramland Road South


Orangeburg,
NY 10962


November
9, 2009




Mr.
Warren Bielke


18719
Bearpath Trail


Eden
Prairie, MN 55347




Dear
Warren:




The
purpose of this letter (the "Letter Agreement") is to acknowledge and set forth
the terms and conditions of your employment as Interim Chief Executive Officer
of Vision-Sciences, Inc., a Delaware corporation (the
"Company").  This Letter Agreement also hereby terminates the existing
consulting agreement between you and the Company dated April 7,
2009.




1.              DUTIES
AND RESPONSIBILITIES. While you are employed by the Company, you will serve as
the Interim Chief Executive Officer of the Company (“Interim CEO”) and will
report directly to the Board of Directors of the Company. You will have such
duties and responsibilities that are commensurate with your position and such
other duties and responsibilities as are from time to time assigned to you by
the Board of Directors of the Company.  You will not engage in any
activities that will conflict with the best interests of the Company. As the
Interim CEO, You will not be required to perform your duties solely at the
Company's headquarters, located in Orangeburg, New York, but will endeavor to be
present at the headquarters from Monday through Friday of each
week.




2.              COMPENSATION.
While you are employed by the Company, the Company will pay you a base salary at
the rate of $255,000 per year, in accordance with the usual payroll practices of
the Company.  Upon your presentation of a completed Company business
plan in a form acceptable to the Board of Directors within 45 days of
commencement of your employment, the Compensation Committee will propose to you
performance-based incentive compensation in addition to your base
salary.




3.              STOCK
OPTIONS.




(a)              OPTION
GRANT. With respect to each three month quarterly period of your employment,
upon the date of commencement of your employment and as of the first day of each
subsequent quarterly period, you shall be granted an option (the "Options") to
purchase 100,000 shares of the Company's common stock, par value $0.01 (the
"Common Stock") under the Company's 2007 Stock Incentive Plan (the "Plan") at an
exercise price equal to the fair market value (as defined in the Plan) of the
Common Stock on the date of grant.  The Options shall, to the maximum
extent permitted by applicable law, be designated as incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, and to the extent not


allowable,
the Options shall be a non-qualified stock options.







(b)              VESTING.
The Option shall vest and become exercisable on the date of grant.




(c)              FORM
OF OPTIONS. The Options shall be granted pursuant to and, to the extent not
contrary to the terms of this Letter Agreement, shall be subject to all of the
terms and conditions imposed under the Company's standard stock option agreement
and the Plan.




4.              BENEFITS
AND FRINGES.




(a)              GENERAL.
While you are employed by the Company, you will be entitled to such benefits and
fringes, if any, as are generally provided from time to time by the Company to
its executives, subject to the satisfaction of any eligibility
requirements.




(b)              VACATION.
You will also be entitled to paid vacation in accordance with the Company's
vacation policies in effect from time to time, which may be taken at such times
as you elect with due regard to the needs of the
Company.




(c)              REIMBURSEMENT
OF BUSINESS EXPENSES. Upon presentation of appropriate documentation, you will
be reimbursed in accordance with the Company's expense reimbursement policy for
all reasonable and necessary business expenses incurred in connection with the
performance of your duties and responsibilities hereunder.  Such
expenses shall include, but not be limited to, all of your commuting expenses to
and from your home to the Company’s headquarters, and reasonable lodging and
food expenses.  The Company will also reimburse you for all expenses
of renting an automobile for use while working at the Company’s headquarters
during the term of your employment.




5.              TERMINATION
OF EMPLOYMENT.  You understand that as Interim CEO, at all times, your
employment with the Company is "at-will" which means that employment with the
Company may be terminated at any time by either you or the Company with or
without "cause" upon 15 days written notice to the other party; provided,
however, in the event you give notice of termination to the Company, the Company
may, in its sole discretion, make such termination effective earlier than any
notice date. Upon any termination of your employment, you agree to immediately
resign as an officer of the Company.




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6.              RESTRICTIVE
COVENANTS.




(a)              NON-COMPETITION.
So long as you are employed by the Company under this Letter Agreement and for
the one year period following your termination of employment for any reason (the
"Restricted Period"), you will not, directly or indirectly, without the prior
written consent of the Company, enter into Competition with the Company or any
of its affiliates (the "Employer"). "Competition" means participating, directly
or indirectly, as an individual proprietor, partner, stockholder, officer,
employee, director, joint venturer, investor, lender, consultant or in any
capacity whatsoever in a business in the field of business that the Employer is
engaged in as of the date of your termination of employment with the Company or
is actively planning to engage in as of the date of your termination of
employment with the Company.




(b)              CONFIDENTIALITY.
While you are employed by the Company and thereafter, you will hold in a
fiduciary capacity for the benefit of the Employer all secret or confidential
information, knowledge or data relating to the Employer, and their respective
businesses, which will have been obtained by you during your employment by the
Company and which will not be or become public knowledge (other than by acts by
you or your representatives in violation of this Letter Agreement). You will
not, except as may be required to perform your duties hereunder or as may
otherwise be required by law or legal process, without limitation in time or
until such information will have become public or known in the Employer's
industry (other than by acts by you or your representatives in violation of this
Letter Agreement), communicate or divulge to others or use, whether directly or
indirectly, any such information, knowledge or data


regarding
the Employer, and their respective businesses.




(c)              NON-SOLICITATION
OF CUSTOMERS. During the Restricted Period, (i) you will not, directly or
indirectly, influence or attempt to influence customers or suppliers of the
Employer to divert their business to any competitor of the Employer; and (ii)
you will not, directly or indirectly, solicit or recruit any employee of the
Employer for the purpose of being employed by you or by any competitor of the
Employer on whose behalf you are acting as an agent, representative or
employee.




(d)              NON-DISPARAGEMENT.
You shall not, or induce others to, Disparage the Employer or any of their past
and present officers, directors, employees or products.  "Disparage"
shall mean making comments or statements to the press, the Employer's employees
or any individual or entity with whom the Employer has a business relationship
which would be adversely affected in any manner: (i) the conduct of the business
of the Employer (including, without limitation, any products or business plans
or prospects); or (ii) the business reputation of the Employer, or any of their
products, or their past or present officers, directors or
employees.




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(e)              INJUNCTIVE
RELIEF. It is further expressly agreed that the Employer will or would suffer
irreparable injury if you were to compete with the Employer in violation of this
Letter Agreement and that the Employer would by reason of such Competition be
entitled to injunctive relief in a court of appropriate jurisdiction and you
further consent and stipulate to the entry of such injunctive relief in such
court prohibiting you from competing with the Employer in violation of this
Letter Agreement.




7.              SURVIVAL
OF PROVISIONS. The obligations contained in this paragraph 6 and paragraph 7
will survive the termination of your employment with the Company and will be
fully enforceable thereafter. If it is determined by a court of competent
jurisdiction in any state that any restriction in paragraph 7 is excessive in
duration or scope or extends for too long a period of time or over too great a
range of activities or in too broad a geographic area or is unreasonable or
unenforceable under the laws of that state, it is the intention of the parties
that such restriction may be modified or amended by the court to render it
enforceable to the maximum extent permitted by the law of that state or
jurisdiction.




8.              REPRESENTATIONS.
You represent and warrant that your execution and performance of this Letter
Agreement will not be in violation of any other agreement to which you are a
party. Notwithstanding anything else herein, this Letter Agreement is personal
to you and neither the Letter Agreement nor any rights hereunder may be assigned
by you. The Company may assign the Letter Agreement to an affiliate or to any
acquiror of all or substantially all of the assets of the Company. This Letter
Agreement will inure to the benefit of and be binding upon the personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, legatees and permitted assignees of the parties.




9.              ARBITRATION.
You agree that all disputes and controversies arising under or in connection
with this Letter Agreement, other than seeking injunctive or other equitable
relief under paragraph 6(e), will be settled by arbitration conducted before one
(1) arbitrator mutually agreed to by the Company and you, sitting in New York,
New York or such other location agreed to by you and the Company, in accordance
with the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association then in effect; provided, however, that if the
Company and you are unable to agree on a single arbitrator within 30 days of the
demand by another party for arbitration, an arbitrator will be designated by the
New York City Office of the American Arbitration Association. The determination
of the arbitrator will be final and binding on you and the


Employer.
Judgment may be entered on the award of the arbitrator in any court having
proper jurisdiction. Each party will bear their own expenses of such
arbitration.




10.              WITHHOLDING;
TAXES. The Company may withhold from any and all amounts payable to you such
federal, state and local taxes as may be required to be withheld pursuant to any
applicable laws or regulations.




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11.              GOVERNING
LAW. This Letter Agreement will be governed by, and construed under and in
accordance with, the internal laws of the State of New York, without reference
to rules relating to conflicts of laws.




12.              ENTIRE
AGREEMENT. This Letter Agreement and the agreements referenced herein contain
the entire agreement of the parties relating to the subject matter hereof, and
supercede in their entirety any and all prior agreements, understandings or
representations relating to the subject matter hereof. No amendments,
alterations or modifications of this Letter Agreement will be valid unless made
in writing and signed by the parties hereto.




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]






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We hope that you find
the foregoing terms and conditions acceptable. You may
indicate your agreement with the terms and conditions set forth in this Letter
Agreement by signing the enclosed duplicate original of this Letter Agreement.




We look forward to
your employment with the Company




Very truly
    yours,VISION-SCIENCES,
      INC.By:
                  /s/ Katherine
      L. WolfName:  Katherine
      L. WolfTitle:  Executive
      Vice President &Chief
      Financial Officer






ACCEPTED
AND AGREED:




/s/
      Warren Bielke


Warren
Bielke








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