**Exhibit 10.41**

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**CONSULTING AGREEMENT**

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**THIS CONSULTING AGREEMENT**(this “Agreement”) is made as of this 1st day of October, 2008 byand between **NYC Advisors, LLC**, aNew York limited liability company, located at 445 Hamilton Avenue, Suite 1102,White Plains, NY 10601 (**“Consultant”**)and Vision-Sciences, Inc. a Delaware corporation located 40 Ramland RoadSouth, Orangeburg, NY 10962 (**“Company” or “VSI”**).

 

**W I T N E S S E T H:**

 

**WHEREAS**,Consultant is engaged in the business of providing financial and management consultingservices, and

 

**WHEREAS**,Company desires to engage Consultant to provide certain consulting services onthe terms and conditions set forth hereinafter.

 

**NOW, THEREFORE**,in consideration of the mutual promises and covenants herein contained, the partiesagree as follows:

 

1.             Engagement.Company hereby engages Consultant and Consultant hereby accepts such engagementto provide the consulting services described herein upon the terms andconditions hereinafter set forth.

 

2.             ConsultingServices.  Consultant shall provideaccounting and financial services as agreed between the Company and Consultant(the “Services”).  Yoav M. Cohen shallprovide substantially all of such consulting services or supervise suchconsulting services to the Company on behalf of Consultant.

 

3.             Relationship.Consultant is an independent contractor and shall not have the right to bindthe Company and shall not hold itself out as having any authority to bind theCompany except as otherwise directed by the Company. The parties do not intendto create, and this Agreement shall not be deemed to create, anemployer/employee, agent, representative or partnership relationship betweenConsultant and the Company.  Consultantmay utilize the Company’s offices as an accommodation, but will be required toobtain and utilize its own computer and other equipment. The Services shall beprovided at the Company’s location or as otherwise agreed between the parties.

 

4.             Term andTermination. The term of this Agreement shall commence on October 1st,2008 (“**Commencement Date**”) and shall continuefor an initial term of one (1) year (the “**Initial Term**”).At the end of the Initial Term, it may continue on a monthly basis untiltermination by either party upon 30 days written notice to the other. Subject tothe terms and limitations described below, Consultant acknowledges thatConsultant may terminate this Agreement at any time and that the Company mayterminate this Agreement at any time, with or without cause, in each case, upon30 days’ written notice to the other.

 

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(a)           **Effects ofTermination;****Definition.**For purposes of this Agreement, “Cause” is defined as, after receipt of sevendays’ prior written notice from the Company describing the basis thereof:  (i) Consultant’s engaging in any willfulact of dishonesty, fraud or misrepresentation; (ii) Consultant’s violationof any material federal or state law or regulation applicable to the Company’sbusiness; (iii) Consultant’s breach of any confidentiality agreement orinvention assignment agreement between Consultant and the Company; or (iv) Consultant’sbeing convicted of, or entering a plea of *nolo contendere*to,any crime.

 

(b)           **Effects of Termination**

 
| i.     |   | If  this Agreement is terminated by the Company, *without*  Cause, at any time prior to October 1, 2009, Consultant shall receive a  lump sum of $127,218. If Consultant is terminated by the Company, *without* cause, between October 1, 2009 and  September 30, 2010, Consultant will be entitled to a lump sum payment in  the amount of $190,826; if Consultant is terminated by the Company *without* Cause after October 1, 2010, Consultant will  be entitled to a lump sum payment in the amount of $254,435.                                                                                                    |
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| ii.    |   | If  Consultant is terminated *for* Cause at  any time, or if Consultant terminates at any time or declines to renew this  Agreement, Consultant will not be entitled to any severance payments.                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| iii.   |   | As  a condition to receiving the severance benefits set forth in  Section 4(b)(i), Consultant will be required to execute a written  general release of liability in favor of the Company in relation to any and  all claims (other than claims relating to the Option, claims for the  applicable severance benefits or to otherwise enforce the terms of this  Agreement related to Consultant’s relationship with the Company and the termination  thereof), substantially in the form of **Exhibit A**  to this Agreement. Consultant will also be required to return to the Company  all of its information and property. |

 

5.             Fees: Fees; Reimbursement of Expenses;Options

 

The Company will compensate Consultant in theform of a bi-weekly fees and reimbursement of its reasonable expenses asdescribed below:

 

a)     *Bi-Weekly Fees:*

 

(i)            For so long asConsultant provides the Services, the Company will pay Consultant during theterm of this Agreement a bi-weekly sum of Nine Thousand Six Hundred and SixtyOne Dollars ($9,661) (the “Fee”), payable in arrears. Consultant shall berequired to provide at least forty hours per-week of Services, consistent withsimilarly situated executive-level positions.

 

(ii)           Consultant shall bepaid the full Fee, but will not be required to provide Services on any of the Companyholidays and for twenty-two additional days (“PTO”) per year, accrued at abi-weekly rate of 0.85 days/2 weeks. Such additional days to be 

 

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coordinated with the Company’s Chief FinancialOfficer. Upon termination of this Agreement, any unused PTO will be paid toConsultant along with his last Fee payment.

 

(iii)          Subject to Consultant’scontinued services through the end of each of the Company’s fiscal year (endingon March 31st of each year), Consultant will be entitledreceive to a supplemental Fee payment of up to Sixty-Five Thousand EightHundred and Fifteen Dollars ($65,815). Such Fee shall be paid at the same time andin accordance with the same formula that the Company pays bonuses to itssenior management.

 

b)    *Reimbursement of expenses:*Out-of-pocket expenses, if any,related to business travel, telephone, fax, and other expenses are additional,and shall be reimbursed to Consultant at Consultant’s cost, consistent with theCompany’s reimbursement guidelines. Any out of pocket expenses above $100.00 amonth will be pre-approved by the Company. Consultant shall be responsible for payment of all agents or advisors itretains in connection with its duties hereunder.

 

c)     *Existing Options:* Mr. Cohen has been granted options(the “**Options**”) to purchase an aggregate of 500,000shares of Common Stock pursuant to the Company’s 2000 Stock Incentive Plan andthe 2007 Stock Incentive Plan, subject to vesting, in accordance with theoption agreements attached to this Agreement as **EXHIBIT B**.  The Company acknowledges that for thepurposes of vesting and exercise, Mr. Cohen shall be deemed a “consultant”within the meaning of Section 3(b) of such Option agreements, and theOptions will continue to vest and be exercisable as described therein.  Consultant acknowledges that the Optionsshall become from the date of this Agreement, non-statutory stock options.

 

d)    *Continued Vesting:*  Solong as Consultant continues to provide the Services to the Company, theOptions shall continue to vest and be exercisable in accordance with their termsas set forth in **EXHIBIT B**.

 

e)     *Notice Before Exercise.*Optionsmay be exercised by delivery to the Company of a written notice of exercisesigned by the proper person or by any other form of notice (includingelectronic notice) approved by the Board as indicated by sections 5 (e) and5 (f) of Vision-Sciences, Inc. 2000 Stock Incentive Plan andVision-Sciences, Inc. 2007 Stock Incentive Plan, and subject to compliancewith the Company’s insider-trading policy.

 

f)     *OtherExpenses:*Consultant shall not be entitled to receive anyother payments or to participate in any benefits other than as described in Section 4and this Section 5. Consultant shall be solely responsible for the paymentof income taxes as a result of the compensation paid to Consultant pursuant tothis Agreement.

 

6.             Trade Secrets andConfidential Information. Consultant, on behalf of itself and Mr. Cohenagrees to continue to be bound by the existing Nondisclosure and InventionAssignment Agreement attached hereto as **EXHIBIT C**,the terms of which are hereby incorporated by reference.

 

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7.             Indemnification.  The Company will indemnify Consultant and Mr. Cohenas and to the same extent it would indemnify its officers and directors, asprovided in Article Eighth of the Company’s certificate of incorporation.

 

8.             Insurance.  The Company will use commercially reasonableefforts to have Mr. Cohen continue to be named on the Company’s director’sand officer’s insurance policy.

 

9.             Assignment andBinding Effect. This Agreement shall not be assigned by Consultant withoutthe prior written consent of the Company. This Agreement shall be binding upon the parties hereto, theirsuccessors and permitted assigns.

 

10.           Notice. Allnotices required to be given hereunder shall be given by personal service, byovernight mail via internationally known courier (i.e., Federal Express), or bycertified mail, return receipt requested, directed to the party at its addressas set forth on Page 1 of this Agreement.

 

11.           Waiver of Breach.The waiver of any breach of any provision of this Agreement shall not operateor be construed as a waiver of any subsequent breach.

 

12.           Severability.The provisions of this Agreement are to be severable so that, in the event anypart or portion thereof shall be held to be illegal, unenforceable or contraryto the public policy of the State of New York or of any state or jurisdiction,the remaining portions of this Agreement shall remain in force and effect tothe fullest extent permitted by law.

 

13.           Governing Law andJurisdiction. This Agreement shall be governed, and construed andinterpreted in accordance with the laws of the State of New York. Consultantand the Company agree that New York is a proper forum for the litigation of anydispute involving the parties.

 

14.           Amendment. ThisAgreement may not be amended except in writing between the parties.

 

15.           Entire Agreement;Survival. This writing and the applicable Option agreements (as amended orsubstituted pursuant to the terms hereof) represent the entire agreementbetween the parties and supersedes any other agreements (including anyagreements between the Company and Mr. Cohen) between them.

 

**IN WITNESS WHEREOF**,the parties have caused this Consulting Agreement to be signed on the day andyear first written above.

 

 
| **Vision-Sciences, Inc.** |                                | **NYC Advisors, LLC** |
|--------------------------------|-------------------------------------|-----------------------|
|                           |                                |                  |
|                           |                                |                  |
| By:                            | /s/ Ron Hadani                      |                  | By: | /s/ Yoav M. Cohen |
|                           | Ron Hadani, Chief Executive Officer |                  |   | Yoav M. Cohen, Managing Partner |

 

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**EXHIBIT A**

 

**FORM OF RELEASE**

 

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**EXHIBIT B**

 

**OPTION AGREEMENTS**

 

**ATTACHED**

 

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**EXHIBIT C**

 

**NONDISCLOSURE AND INVENTION ASSIGNMENTAGREEMENT**

 

**ATTACHED**

 

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