<PAGE>
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: January 17, 2000
Benefits: You will be entitled to participate in the Company's standard
benefits package, including health insurance and the Company's
401K plan. In addition, you will receive a car allowance of
$500.00 per month, and the company will pay for your business
cell phone charges.
Vacation: You will be eligible for vacation in accordance with the Company's
standard vacation policy.
<PAGE>
Options: You will receive a grant of stock options for 100,000 shares of the
common stock of Vision-Sciences, Inc. at an exercise price equal to
the price as of the close of business on January 17, 2000 with
vesting as follows:
o 25,000 shares vesting on January 17, 2001
o 25,000 shares vesting on January 17, 2002
o 25,000 shares vesting on January 17, 2003
o 25,000 shares vesting on January 17, 2004
In the event that Vision-Sciences is merged into or acquired by another entity,
all options shall vest immediately. All other provisions of the Vision-Sciences
1990 Stock Option Plan shall apply to this grant.
Yours truly,
/s/ Katsumi Oneda
------------------------
Katsumi Oneda
President/CEO/Chairman
Accepted:
/s/ Alan Jacobson Date: December 23, 1999
---------------------------- -------------------------------
Alan Jacobson