Exhibit
10.47








VISION-SCIENCES,
INC.


40
Ramland Road South


Orangeburg,
NY  10962





November
6, 2009





Via Hand
Delivery


Mr. Ron
Hadani


85 Huyler
Landing Road


Cresskill,
NJ  07626





Dear
Ron:




This
Agreement shall confirm and set forth all of the terms and conditions relating
to the separation of your employment (without cause) from Vision
Sciences, Inc. (“Vision Sciences” or the “Company”), your resignation as a
Director of the Company and the termination of your January 24, 2003 employment
letter agreement and April 4, 2007 amendment thereto (together, the “Employment
Agreement”).  The effective date of the termination of your employment
and Employment Agreement, resignation as a Director of the Company and this
Agreement shall be November 9, 2009 (the “Termination Date”).  The
offer summarized herein shall expire and have no effect at 5 p.m. (EST) on
November 8, 2009 (the “Offer Expiration Date”), if you do not, prior to such
time, agree to resign in all capacities as employee, officer and director of the
Company by submitting the enclosed Notice of Resignation via facsimile to
Company counsel at (845) 818-3956 and (201) 678-6271.




Should
you not sign this Agreement, you will be provided with severance of 15 months of your Effective
Base Salary (the “Severance Payments”), which will be paid in accordance with
the Company’s normal payroll periods, less all applicable statutory and required
withholdings, beginning following your Termination Date.  You will be
provided with information concerning your right to continue any health insurance
coverage you may have through the Company pursuant to COBRA.




The
Company acknowledges that you have resigned as an employee and Director of the
Company prior to the Offer Expiration Date stated herein and that by signing
this Agreement, and agreeing to all of the terms set forth below, the Company
will pay to you the Severance Payments as described above, plus two weeks
accrued vacation time, and will additionally provide you with the
following:




1.           (a)           An
extension of the option exercise period with respect to your vested stock
options to the date which is three years following the Termination Date (the
“Option Extension”); and







(b)           During
the 15 month period following the Termination Date (the “Severance Period”) for
so long as you have elected to continue your health insurance coverage through
COBRA, the Company will reimburse you for the amount of the monthly COBRA health
insurance premiums that you have paid, upon receipt of proof of payment, net of
any tax credits you would be entitled to under the American Recovery and
Reinvestment Act of 2009 (the “COBRA Payments”, and with the Option Extension,
Severance Payments and two weeks accrued vacation, the
“Severance”).




The
Severance payments will only begin following expiration of the revocation period
described in paragraph 14 herein.  This Severance is inclusive of any
pay in lieu of notice and any other pay to which you claim
entitlement.  You understand that this Severance package is above and
beyond that which the Company would otherwise be obligated to pay you if you did
not sign this Agreement.




2.           You
will not receive the Severance described above unless and until you return all
Company swipe cards, keys, documents, credit cards, records, equipment, laptop
and desktop computers, and all other items belonging to the Company; provided
that the Company will return to you for your retention the laptop (following the
removal therefrom of any Company information) and you shall be entitled to
retain your Company cell phone, but shall pay all service fees from and after
the Termination Date.  You also agree to immediately return all
confidential information and property belonging to or generated by or for the
use of the Company or our clients and agree that you will not retain any copies,
duplicates, reproductions or excerpts thereof, including any such information
maintained on AOL or other similar internet service provider.




3.           (a)  By
executing this Agreement, you, in consideration of the terms set forth herein,
hereby release and forever discharge the Company, its present and former
officers, owners, directors, shareholders, partners, employees, representatives,
attorneys, agents, corporate parents, divisions, affiliates, subsidiaries,
predecessors, transferees, successors and assigns (and present and former
officers, owners, directors, shareholders, partners, employees, representatives,
attorneys and agents of such corporate parents, divisions, affiliates and
subsidiaries, predecessors, transferees, successors and assigns), from any and
all manner of waivable claim, known or unknown, civil or criminal, vested or
contingent, asserted or unasserted, legal or equitable, that you, and/or your
heirs, executors, administrators, successors or assigns ever had, have or may
now have to the effective date of this Agreement against them or any of them of
any nature or description assertable in any forum, arising out of or in
connection with your employment with the Company or the termination thereof,
including, but not limited to, any claim, charge or cause of action for
misrepresentation, defamation, infliction of emotional distress, pain and
suffering, reinstatement, negligence, failure to pay wages due or other money
owed, breach of contract, oral or written, whether express or implied in fact or
law, wrongful discharge in violation of public policy, breach of implied
covenant of good faith and fair dealing, harassment, discrimination or
retaliation on the basis of, inter alia, age, religion,
sex, national origin, nationality, medical condition, disability, handicap,
affectional preference or sexual orientation, gender identity or expression,
civil union, domestic partnership or marital status, veterans’ status or any
other impermissible factor, under any federal, state or local law, rule or
regulation, whether based on statutory or common law, including, but not limited
to, Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 1866,
the Civil Rights Act of 1991, the Rehabilitation Act, as amended, the Age
Discrimination in Employment Act, as amended, the federal Family and Medical
Leave Act, Executive Orders 11246 and 11141, the Employee Retirement Income
Security Act of 1974, the Americans with Disabilities Act, the federal Equal Pay
Act, the Fair Labor Standards Act, the National Labor Relations Act, the Fair
Credit Reporting Act, the Rehabilitation Act, the Older Workers Benefit
Protection Act, the Occupational Health and Safety Act, the Uniformed Services
Employment and Reemployment Rights Act, the Worker Adjustment Retraining and
Notification Act, the New York Human Rights Law, the New York City Human Rights
Law, and the New York Labor Law.




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(b)  By
executing this Agreement, the Company, in consideration of the terms set forth
herein, hereby releases and forever discharges you and your heirs, successors
and assigns, from any and all manner of waivable claim, known or unknown, civil
or criminal, vested or contingent, asserted or unasserted, legal or equitable,
that the Company had or may now have to the effective date of this Agreement
against you of any nature or description assertable in any forum, arising out of
or in connection with your employment with the Company or the termination
thereof; provided, that the foregoing release shall not apply with respect to
any claims arising out of any fraud or material acts of dishonesty committed by
you during your employment with the Company.




(c)  Notwithstanding
the foregoing releases, each party shall be entitled to bring any claim or
action against the other party to enforce the terms and provisions of this
Agreement




4.           You
hereby agree that you will not or induce others to, disparage or make any
negative statements about the Company or its products, officers, directors,
employees or representatives to anyone including, but not limited to, clients or
vendors of the Company, or do anything that denigrates the Company or its
products, services, reputation, officers, directors, employees, financial status
or operations that would adversely affect the Company in any business
relationship.




5.           The
Company hereby agrees that its officers and directors will not, or induce others
to, disparage or make any negative statements about you to anyone including, but
not limited to, clients or vendors of the Company, or do anything that
denigrates you or your reputation or that would adversely affect you in any of
your future business relationships.




3


6.           The
terms and conditions of this Agreement and communications, written or oral, made
in connection herewith are confidential and shall not be disclosed by you to any
person or entity, other than your attorney, accountant or spouse, provided you
first advise them of this confidentiality provision and advise them that they
may not make any subsequent disclosure of such information.  Any
disclosure by them of this Agreement shall be treated as a breach of this
Agreement by you.  You further agree not to disclose any Company or
client confidential information obtained by you during the course of your
employment.




7.           Any
action taken by you that is inconsistent with your representations, covenants
and obligations under this Agreement shall be a material breach by you and shall
suspend the Company’s obligation to make any payments to you under paragraph 1
of this Agreement. Further, in the event of such a breach, you shall be
obligated to reimburse the Company for all payments made to you, will be liable
for any damages that a court may determine and will be subject to injunctive
relief and any other relief which a court may award including the Company’s
reasonable attorneys’ fees and costs.




8.           You
hereby acknowledge that the only consideration for signing this Agreement is as
set forth herein; that such consideration is in addition to any consideration to
which you are already entitled as a result of your employment with the Company;
that you have been afforded and allowed twenty-one (21) calendar days to
consider this Agreement; that you have been advised, or have had sufficient
opportunity to consult advisors, legal and otherwise, of your own choosing
before executing this Agreement; and that you have signed this Agreement
voluntarily and with full understanding of its terms and conditions, which, once
effective, may not be amended, supplemented, canceled or discharged except by a
writing signed by you and the Company.  In the event this Agreement is
not signed and returned to the Company within twenty-one (21) days from November
6, 2009, the date it was presented, the Agreement is void and you will be
entitled to only those benefits due you as of the Effective Date of your
termination.




9.           This
Agreement shall not constitute or be construed as an admission by either party
of any misconduct or violation of any federal, state or local law, rule or
regulation or any Company policy or procedure.  Rather, the parties
seek solely an amicable resolution of their separation.  Accordingly,
this Agreement shall not be admissible in any proceeding except one to enforce
the terms of this Agreement.




10.           Except
for the Restrictive Covenant, Non-Competition, Non-Solicitation and
Confidentiality provisions of the Employment Agreement, which survive the
Agreement’s termination and to which you remain fully bound, this Agreement
constitutes the complete understanding between you and the Company and fully
supersedes any prior understandings or agreements, whether written or oral,
between you and the Company regarding the subject matter hereof.




4


11.           If
any provision of this Agreement is subsequently declared by any court or
tribunal of competent jurisdiction to be illegal, void or unenforceable, as
written, the remaining provisions of this Agreement shall nevertheless remain in
full force and effect.




12.           This
Agreement shall be construed and governed for all purposes in accordance with
the laws of the State of New York without regard to principles of conflict of
laws and any action brought alleging either party’s violation of any term or
condition of this Agreement shall be brought in either the state or federal
courts sitting in Rockland County, New York.




13.           The
parties agree that any ambiguities in this Agreement shall not be construed
against either party.




14.           It
is understood and agreed that this Agreement shall not be effective for a period
of seven (7) days following your signing it and you may revoke this Agreement
for any reason during said seven (7) day period.  Any revocation
within this period must be submitted in writing to:  Vision Sciences,
Inc. at the above address, Attention:  Katherine L. Wolf, Executive
Vice President and Chief Financial Officer.  The revocation should
state: “I hereby revoke my acceptance of the Agreement and General
Release.”  The revocation must be delivered to the above address
within seven (7) days of execution of the Agreement.  The Agreement
shall not become effective or enforceable until the revocation period has
expired.  If the last day of the revocation period is a Saturday,
Sunday or legal holiday in New York, then the revocation period shall not expire
until the next following day which is not a Saturday, Sunday or legal
holiday.  No payments will be made to you until the expiration of the
revocation period, provided no revocation letter has been received by the
Company.




Very
truly yours,


VISION-SCIENCES,
INC.







/s/ Katherine
Wolf


Name:  Katherine
Wolf


Title:  Chief
Financial Officer











5


I
ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS
TERMS INCLUDING THE FULL AND FINAL RELEASE OF CLAIMS SET FORTH
ABOVE.  I FURTHER ACKNOWLEDGE THAT I HAVE HAD SUFFICIENT TIME TO
CONSIDER THE TERMS OF THIS AGREEMENT, HAVE VOLUNTARILY ENTERED INTO THIS
AGREEMENT, THAT I HAVE NOT RELIED UPON ANY REPRESENTATION OR STATEMENT, WRITTEN
OR ORAL, NOT SET FORTH IN THIS AGREEMENT, AND THAT I HAVE HAD THIS AGREEMENT
REVIEWED BY MY ATTORNEY, OR HAVE BEEN GIVEN THE OPPORTUNITY BY THE COMPANY TO DO
SO. AGREED TO, ACCEPTED AND




CONFIRMED
BY:




/s/ Ron
Hadani


RON
HADANI




Dated:  November 12,
2009




THIS IS A LEGAL
AGREEMENT,


RELEASE AND COVENANT NOT TO
SUE.


READ CAREFULLY BEFORE
SIGNING.