THIS CONSULTING AGREEMENT (this “Agreement”) is made as of this 1 st day of October,
2008 by and between NYC Advisors, LLC , a New 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 Road South, 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 consulting
WHEREAS , Company desires to engage Consultant to provide certain consulting services on the terms
and conditions set forth hereinafter.
NOW, THEREFORE , in consideration of the mutual promises and covenants herein contained, the
parties agree as follows:
1. Engagement . Company hereby engages Consultant and Consultant hereby accepts such engagement to
provide the consulting services described herein upon the terms and conditions hereinafter set forth.
2. Consulting Services . Consultant shall provide accounting and financial services as agreed between the
Company and Consultant (the “Services”). Yoav M. Cohen shall provide substantially all of such
consulting services or supervise such consulting services to the Company on behalf of Consultant.
3. Relationship . Consultant is an independent contractor and shall not have the right to bind the Company
and shall not hold itself out as having any authority to bind the Company except as otherwise directed by
the Company. The parties do not intend to create, and this Agreement shall not be deemed to create, an
employer/employee, agent, representative or partnership relationship between Consultant and the
Company. Consultant may utilize the Company’s offices as an accommodation, but will be required to
obtain and utilize its own computer and other equipment. The Services shall be provided at the
Company’s location or as otherwise