THIS AGREEMENT ENTERED INTO AT BOSTON, MASSACHUSETTS AS OF APRIL 30, 2002
BETWEEN VISION SCIENCES, INC., WITH AN ADDRESS OF 9 STRATHMORE ROAD, NATICK,
MASSACHUSETTS 01760 (THE "PLEDGOR") AND CITIZENS BANK OF MASSACHUSETTS, A
MASSACHUSETTS BANKING CORPORATION WITH AN ADDRESS OF 53 STATE STREET,
BOSTON, MASSACHUSETTS 02109 (THE "BANK").
1. PLEDGE. In consideration of the Bank's extending credit and other financial accommodations to the Pledgor,
the Pledgor hereby grants to the Bank a security interest in all of the Pledgor's Collateral. The security interest
granted by this Agreement is given to and shall be held by the Bank as security for the payment and performance
of all Obligations. The Bank shall have the unrestricted right from time to time to apply or to change any
application already made of the proceeds of any of the Collateral to any of the Obligations, as the Bank in its sole
discretion may determine.
2. DEFINITIONS. The following definitions shall apply:
(1) "Collateral" shall mean all the Pledgor's present and future right, title and interest in and to any and all of the
property listed on SCHEDULE A, attached hereto, whether such property is now existing or hereafter created,
and all products, proceeds, substitutions, additions, interest, dividends, and other distributions in respect thereto,
and all books, records, and paper relating to the foregoing.
(2) "Obligation(s)" means all loans, advances, indebtedness, notes, liabilities and amounts, liquidated or
unliquidated, owing by the Pledgor to the Bank at any time, of each and every kind, nature and description,
whether arising under this Agreement or under the Loan Agreement between Pledgor and Bank of even date
herewith (the "Loan Agreement") and whether secured or unsecured, direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter contracted. Said term expressly includes all interest and other
charges chargeable to the Pledgor or due from the Pledgor to