On June 19, 2008, Vision-Sciences, Inc., (“Vision-Sciences”, the “Company”, “we” or “us”) and SpineView, Inc. (“SpineView”), entered into a Development and Supply agreement  (the “SpineView Agreement”), pursuant to which we are to develop and supply a CCD-based video endoscope to SpineView for use with SpineView’s products.  SpineView is engaged in the development and manufacture of miniature, minimally invasive, disposable spine surgery devices that include reusable endoscopes for visualization and image guidance.

SpineView agreed to pay us $225,000 for certain non-recurring engineering costs, and to reimburse us for up to $40,000 of our out-of-pocket costs.  After the completion of certain milestones and delivery of a prototype, SpineView has agreed to place an initial firm order  with us for 50 video endoscopes at a purchase price of $27,000 per unit (the “Initial Order”), for a total of $1.35 million dollars.  Following delivery of the Initial Order, SpineView shall submit a forecast for the following 12 months, of which the first six months will be considered  a firm order at a price of $23,500 per video endoscope.  Payment for certain of these items is subject to the closing of certain of SpineView’s fundraising activities. We are also to be the exclusive supplier to SpineView of visualization means for use with some future SpineView products.

The initial term of the SpineView Agreement is for four years from the date of delivery of the Initial Order, and will automatically renew for successive one year periods, unless either party gives the other notice of its intention not to renew.

Mr. Lewis C. Pell, the chairman of our board of directors (our “Board”), is the chairman of the SpineView board of directors and an investor in SpineView.  Mr. Ron Hadani, our president and chief executive officer and a member of our Board, and Mr. Katsumi Oneda, a member of our Board, are also investors in SpineView.

Our policy with respect to transactions in which any of our directors or officers may have an interest, requires that such transaction (a) be on terms no less favorable to us than could be obtained from unaffiliated third parties and (b) be approved by a majority of the uninterested, outside members of the Board.

At a Board meeting held on May 29, 2008, the Board reviewed the terms of the final draft of the SpineView Agreement, outside of the presence of Mr. Pell, Mr. Oneda and Mr. Hadani.  The remaining (uninterested) members of our Board determined that the SpineView Agreement was fair, properly negotiated, and would be at least as favorable to us as could have been obtained from unaffiliated third parties, and accordingly, after discussion, it was approved.

Item 8.01. Other Events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits