LEWIS C. PELL

Exhibit 10.2

XXXXX X. XXXX

00 Xxxxxxx Xxxx

Orangeburg, NY 10962

August 14, 2012

Vision-Sciences, Inc.

00 Xxxxxxx Xxxx

Orangeburg, New York 10962

Re: Maintenance of Liquidity.

Ladies and Gentlemen:

The undersigned (the “Lender”) is a shareholder of, and a lender to, Vision-Sciences, Inc. (together with its subsidiaries, the “Company”).

1. Maintenance of Liquidity

From and after the date hereof and until the Release Date (as defined below) if the Company will have insufficient liquidity to meet any material payment obligations arising in the ordinary course of business (the “Obligations”) as they become due, then the Company will promptly notify the Lender of the shortfall.  The Lender agrees to advance to the Company additional loans on substantially the same terms and conditions of the Lender’s existing loans to the Company in an aggregate amount up to $3,000,000 (the “Maximum Amount”).

2. Not a Guarantee

This Agreement is not, and nothing herein contained and nothing done by the Lender pursuant hereto shall be deemed to constitute, a direct or indirect guarantee by the Lender of the payment of any Obligations or any other obligation, indebtedness or liability of any kind or character whatsoever of the Company.

3. Modification and Termination

This Agreement may be modified or amended only by the written agreement of the Lender and the Company.

This Agreement and the obligations of the Lender hereunder shall automatically terminate (the “Release Date”) upon the earlier to occur of (a) the consummation of a transaction pursuant to which the Company shall raise through the sale of additional equity capital or debt with net proceeds to the Company equal to or greater than the Maximum Amount, or (b) the date that is twelve (12) months from the date hereof.

4. General

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regards to its conflicts of laws principles.  No failure to exercise nor any delay in exercising any right hereunder shall operate as a waiver thereof nor shall any exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  No provision of this Agreement is intended to, or shall, confer any third party beneficiary or other rights or remedies upon any person other than the parties hereto.  This Agreement shall be binding upon and inure to the benefit of the Lender and the Company and their respective successors and assigns. This Letter may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

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Exhibit 10.2

Sincerely,

/s/ Xxxxx X. Xxxx

Xxxxx X. Xxxx

Accepted and Agreed

Vision-Sciences, Inc.

By:	/s/ Xxxxxxx Xxxxxx
	Xxxxxxx Xxxxxx
	President and Chief Executive Officer