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Title: Vice President of Sales & Marketing

EXHIBIT NO. 10.28


December 20, 1999


Mr. Alan Jacobson 73 Richmond Lane West Hartford, CT 06117


Dear Alan,


I am pleased to offer you employment with Vision-Sciences, Inc. (the "Company"), pursuant to the following terms and conditions:


Title: Vice President of Sales & Marketing


Salary: $100,000 per annum, payable in accordance with the Company's normal
payroll schedules.


Bonus: $30,000 payable as follows: $15,000 six months from your start date,
and $15,000 twelve months from your start date. Payment of the
bonus is contingent upon satisfactory job performance by you during
that period.


Effective Date: Jan ...

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