July 28, 2005 Dear Jim:

Exhibit 10.30



July 28, 2005

Mr. James A. Tracy
44 Gammons Road
Newton, MA 02168

Dear Jim:

The purpose of this letter is to amend the offerletter sent to you on July 18, 1997. The section on termination shall beeliminated and replaced with the following section, as approved by the Board ofDirectors at their meeting of July 25, 2005.

Termination:                        Youremployment may be terminated by the Company for cause. In the event the Companyterminates other than for cause, the Company will provide a lump sum severancepayment equal to twelve month’s salary upon termination and will maintain allmedical, dental and disability benefits for the same twelve month period.

Yours truly,



/s/ Ron Hadani



Ron Hadani









/s/ James A. Tracy


Date: July 29, 2005

James A. Tracy




Vision-Sciences, Inc.

9 Strathmore Road
Natick, MA 01760
Phone: 508-650-9971
Fax: 508-650-9976