ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On December 31, 2008 Vision-Sciences, Inc. and Ramland Realty Associates L.L.C. signed a Surrender and Acceptance Agreement which cancelled the lease between them dated May 1, 2008 with respect to the facility located at One Ramland Road, Orangeburg, New York. Vision-Sciences, Inc. never occupied the facility and no payments were made or received in connection with the lease.

The information in this report shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended. The information contained herein shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Surrender And Acceptance Agreement dated as of December 31, 2008 between Vision-Sciences, Inc. and Ramland Realty Associates LLC.

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