**EXHIBIT 10.1**

September 22, 2006

Mr. Yoav Cohen

By: e-mail

Dear Yoav,

I am pleased to offer youemployment with Vision-Sciences, Inc. (the “Company”), at our Orangeburg, NYlocation, pursuant to the following terms and conditions:
| Title:          |   | Chief Financial Officer                                                                                                                                                                                                                                                                                 |
|-----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                                                                                                                                                                                    |
| Salary:         |   | $185,000 per annum,  payable in accordance with the Company’s normal payroll schedules.                                                                                                                                                                                                            |
|            |   |                                                                                                                                                                                                                                                                                                    |
| Annual Bonus:   |   | Following the first anniversary of your Effective  Date you will be eligible to participate in the Annual Management Bonus  program if one is available.                                                                                                                                                |
|            |   |                                                                                                                                                                                                                                                                                                    |
| Effective Date: |   | Your first date of employment – Monday, September 25, 2006                                                                                                                                                                                                                                         |
|            |   |                                                                                                                                                                                                                                                                                                    |
| 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 and  long-term disability and the Company’s 401K plan.                               |
|            |   |                                                                                                                                                                                                                                                                                                    |
| Vacation:       |   | You will be eligible for three (3) weeks vacation.                                                                                                                                                                                                                                                      |
|            |   |                                                                                                                                                                                                                                                                                                    |
| Options:        |   | You will receive an incentive stock option to  purchase 150,000 shares of  common stock of Vision-Sciences, Inc., subject to approval of the  Compensation Committee of the Board of Directors, at a purchase price equal  to the closing market price on your effective date, with vesting as follows: |
|            |   |                                                                                                                                                                                                                                                                                                    |
|            |   | ·       37.500 shares vesting on the first  anniversary of your effective date                                                                                                                                                                                       |
|            |   | ·       37.500 shares vesting on the second  anniversary of your effective date                                                                                                                                                                                      |
|            |   | ·       37.500 shares vesting on the third  anniversary of your effective date                                                                                                                                                                                       |
|            |   | ·       37.500 shares vesting on the fourth  anniversary of your effective date                                                                                                                                                                                      |

 

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| Term & |   |                                                                                                                                                                                                                                                     |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Severance: |   | If the Company  terminates your employment for no-cause after the first anniversary of the  Effective Date, you will be eligible to receive one (1) month salary for each  year of being employed by the Company, with a total of up to six (6) months.  |
|       |   |                                                                                                                                                                                                                                                     |
|       |   | It the Company  terminates your employment for no-cause at any time following a change of  control of the Company to a third party, you will be eligible to the entire  six (6) months salary, according to the Company’s normal payroll schedules. |

 

I look forward to workingtogether.
| Yours truly,         |
|----------------------|
|                 |
|                 |
| Ron Hadani           |
| President &  CEO |
|                 |
| Accepted:            |   |   | Date: |   |   |
|                 | Yoav Cohen |   |

 

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