FOURTH AMENDMENT TO LEASE

THIS FOURTH AMENDMENT TO LEASE dated as of April 2, 2009, made by and between 30 RAMLAND ROAD, LLC , having an office in care of GHP Office Realty, LLC, Four West Red Oak Lane, White Plains, New York 10604, as “ Landlord ,” and VISION-SCIENCES, INC., having an office at 40 Ramland Road, Orangeburg, New York 10962, as “ Tenant .”

WHEREAS, Landlord is the Landlord of the real property and building located thereon commonly known as and located at 40 Ramland Road, Orangeburg, New York 10962 (the “ Building ”);

WHEREAS , pursuant to that certain Agreement of Lease, dated as of March 23, 2000 (the “Original Lease”), as amended by that First Amendment of Lease dated as of August 31, 2000,  as further amended by Second Amendment to Lease dated as of January 7, 2005, and as further amended by Third Amendment to Lease dated as of December 26, 2006 (hereinafter referred to collectively as the “ Lease ”), Landlord’s predecessor in interest leased to Tenant a portion of the First (1 ^st ) floor of the Building which shall be deemed to consist of Fifteen Thousand, Two Hundred and Fifty  (15,250) rentable square feet and which premises are more particularly described in the Lease (the “ Original Premises ”), for a period ending on August 31, 2010;

WHEREAS , Tenant has outgrown the Original Premises and wants to lease from the Landlord additional space located on the First (1 ^st ) floor of the Building which shall be deemed to consist of Five Thousand, Two Hundred Fifty (5,250) rentable square feet, as more particularly shown on EXHIBIT “A“annexed hereto (the “ Second Additional Space ”) for the Additional Term (as hereinafter defined);

WHEREAS , Landlord and Tenant want to extend and modify the Lease, as hereinafter provided;

NOW, THEREFORE , in consideration of the mutual agreements of the parties hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

SECTION 1.01.  For the purposes of this Fourth Amendment to Lease, and all agreements supplemental to this Fourth Amendment to Lease, unless the context otherwise requires:

A.  All capitalized terms used herein and not otherwise defined herein but defined in the Lease shall have the meanings ascribed to said terms as set forth in the Lease, unless otherwise so noted.

B. As used herein, the “ Second Additional Space Commencement Date ” shall mean the earlier to occur of: (i) the date upon which Tenant substantially completes Tenant’s Work (as hereinafter defined); or (ii) the date in which Tenant occupies the Second Additional Space for the conduct of its business. Upon determination of the date which is the Second Additional Space Commencement Date and/or the Expiration Date, as provided in this Section, either party, upon the request of the other, shall execute and deliver to the other a certificate setting forth the Second Additional Space Commencement Date, and/or the Expiration Date in the form annexed hereto as EXHIBIT “B”, but the failure to execute and deliver such certificate shall not detract from the effectiveness of any of the provisions of this Lease.

C. “ Additional Term ” shall mean the period commencing on the Second Additional Space Commencement Date and expiring on the Expiration Date

D.  “ Expiration Date ” shall mean the last day of the month in which the sixth (6 ^th ) anniversary of the Second Additional Space Commencement Date occurs.

E. “ Substantial Completion ” or words of similar effect shall mean as follows: The Second Additional Space shall be deemed complete on the earliest date on which Tenant’s Work in the Second Additional Space has been substantially completed, notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the non-completion of which would not materially interfere with Tenant's use of the Second Additional Space.  (As all the space occupied by VSI is being renovated, “Substantial Completion” would relate to the entire space.)

SECTION 2.01.  A.  Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Original Premises for the Additional Term.  The parties hereto acknowledge that Tenant presently occupies the Original Premises and knows the condition thereof.  Except as otherwise specifically provided for in this Fourth Amendment to Lease, Landlord shall have no obligation whatsoever to perform any build-out or similar work to the Original Premises, and Tenant agrees to accept same in “AS IS” physical order and condition on the Second Additional Space Commencement Date and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to title thereto, the nature, square footage, condition or usability thereof or as to the use or occupancy which may be made thereof.

B. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Second Additional Space for the Additional Term.  Tenant has inspected the Second Additional Space and the state of title thereto and Tenant accepts the Second Additional Space in its “AS IS” state and condition on the Second Additional Space Commencement Date and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to title thereto, the nature, condition, square footage or usability thereof or as to the use or occupancy which may be made thereof.

SECTION 3.01 A.  Tenant shall build out the Second Additional Space with finishes, lighting and fixtures, equipment, furniture, furnishings, floor coverings, and the like for general office use (collectively, “ Tenant’s Work ”).  The plans for Tenant’s Work (the “ Floor Plans ”) are annexed hereto as EXHIBIT “C” and have been approved by Landlord.

B.  Landlord will pay all architect related costs.

C.  Tenant shall obtain all permits and approvals required in connection with Tenant’s Work, and the Floor Plans shall be subject to revisions based on laws and requirements of public authorities and requirements of insurance bodies.  If any common foyers or exit passes mandated by such regulations are used by more than one tenant, the size of such areas or passages and the rent therefor shall be apportioned among the tenants in relation to the total square footage which they proportionately occupy, and Tenant’s share of such charges shall be payable as additional rent.

D.  Tenant and its contractors shall be entitled to access to the Second Additional Space provided they accept the administrative supervision of Landlord.  Worker’s Compensation, public liability and property damage insurance, as set forth in this Lease, shall be maintained by Tenant and/or its contractors, and certificates of such insurance shall be furnished to Landlord upon execution and delivery of this Fourth Amendment to Lease.  Tenant shall use the Second Additional Space for general office, storage and warehouse purposes only.  Tenant shall not make any additional alterations or additions in the Second Additional Space other than cosmetic modifications without the prior written permission of Landlord, which shall not be unreasonably withheld or delayed.

SECTION 3.02. Landlord shall make a contribution (“ Landlord’s Contribution ”) in the amount of sums expended by Tenant on Tenant’s Work, but in no event greater than $160,000.00,  which  shall be applied to Soft Costs (hereinafter defined) and “Hard Costs” (hereinafter defined) only.  Such Landlord’s Contribution shall be made directly to Tenant’s contractor or subcontractors, as the case may be, in Pro Rata Installments:

(i) Tenant shall have delivered to Landlord a completed requisition for payment, signed and certified as true by Tenant and by Tenant’s architect, stating the amount requested for payment, which shall include the percentage of Tenant’s Work that has been completed, and shall indicated a minimum of ten (10%) percent retainage of payments by Tenant to its contractors;

(ii) Such Tenant’s Work shall have been completed in accordance with Floor Plans approved by Landlord and other wise in accordance with the Lease, including, without limitation, such completion shall be certified by Tenant and Tenant’s architect;

(iii) Tenant shall not be in default under the Lease beyond the expiration of any applicable notice and cure period; and

SECTION 3.03.  The final Pro Rata Installment, which shall not be less than 10% of Landlord’s Contribution, shall not be paid until, in addition to satisfaction of the provisions above, Tenant provides Landlord with evidence that the applicable municipal department has issued the appropriate sign-offs relating to Tenant’s Work