Exhibit
10.52




EMPLOYMENT
AGREEMENT




THIS
AGREEMENT is made as of the 25th day of February, 2008,




B
E T W E E N:




OccuLogix, Inc., a corporation
incorporated under the laws of the State of Delaware




(the
“Corporation”)




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William G. Dumencu,of the
Town of Milton, in the Province of Ontario




(the
“Employee”)




RECITALS:




WHEREAS,the Employee has been
employed by the Corporation since August 1, 2003 pursuant to the Employment
Agreement, dated as of August 1, 2003, between Vascular Sciences Corporation
(now the Corporation) and the Employee, as amended by the Amending Agreement,
dated as of April 14, 2006, between the Corporation and the Employee (as
amended, the “Old Employment Agreement”);




AND WHEREAS,the other members
of the Corporation’s executive management team are parties to employment
agreements that differ in form from the Old Employment Agreement;




AND WHEREAS,the Employee has
requested that his employment agreement resemble more closely the employment
agreements of the other members of the Corporation’s executive management
team;




AND WHEREAS,the Employee has
requested that the Old Employment Agreement be terminated and superseded and
replaced by this Agreement;




AND WHEREAS,the Corporation
wishes to retain the Employee;









AND WHEREAS, the Corporation
and the Employee wish to enter into this Agreement to set forth the rights and
obligations of each of them, from and following the date hereof, as regards the
Employee’s employment with the Corporation;




NOW THEREFORE in consideration
of the mutual covenants and agreements contained in this Agreement and other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Corporation and the Employee agree as follows:




1.
            Definitions




1.1.               In
this Agreement,




1.1.1.                      “Affiliate” has the meaning
attributed to such term in the Business Corporations Act
(Ontario), as the same may be amended from time to time, and any successor
legislation thereto;




1.1.2.                      “Agreement” means this
agreement and all schedules attached to this agreement, in each case, as they
may be amended or supplemented from time to time, and the expressions “hereof”,
“herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this
Agreement and unless otherwise indicated, references to sections are to sections
in this Agreement;




1.1.3.                      “Basic Salary” has the meaning
attributed to such term in section 5.1;




1.1.4.                      “Benefits”has the meaning
attributed to such term in section 5.4;




1.1.5.                      “Board” means the board of
directors of the Corporation;




1.1.6.                      “Business Day”means any day,
other than Saturday, Sunday or any statutory holiday in the Province of
Ontario;




1.1.7.                      “Change of Control”for the
purposes of this Agreement, shall be deemed to have occurred when:




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1.1.7.1.                      any
Person, other than a Person or a combination of Persons presently owning,
directly or indirectly, more than 20% of existing voting securities of the
Corporation, acquires or becomes the beneficial owner of, or a combination of
Persons acting jointly and in concert, acquires or becomes the beneficial owner
of, directly or indirectly, more than 50% of the voting securities of the
Corporation, whether through the acquisition of previously issued and
outstanding voting securities or of voting securities that have not been
previously issued, or any combination thereof, or any other transaction having a
similar effect;




1.1.7.2.                      the
Corporation merges or amalgamates with one or more corporations other than a
Subsidiary of the Corporation;




1.1.7.3.                      the
Corporation sells, leases or otherwise disposes of all or substantially all of
its assets and undertaking, whether pursuant to one or more
transactions;




1.1.7.4.                      any
Person not part of existing management of the Corporation or any Person not
controlled by the Corporation or by any Affiliate of the Corporation enters into
any arrangement to provide management services to the Corporation which results
in either: (i) the termination by the Corporation of the employment of any two
of the Chairman and Chief Executive Officer, the President and Chief Operating
Officer, the Chief Financial Officer and the General Counsel within three months
of the date such arrangement is entered into for any reason other than Just
Cause; or (ii) the termination by the Corporation for any reason other than Just
Cause of the employment of all such senior executive personnel within six months
of the date that such arrangement is entered into; or




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1.1.7.5.                      the
Corporation enters into any transaction or arrangement which would have the same
or similar effect as the transactions referred to in sections 1.1.7.1, 1.1.7.2,
1.1.7.3or
1.1.7.4above.




1.1.8.                      “Confidential Information”
means all confidential or proprietary information, intellectual property
(including trade secrets) and confidential facts relating to the business or
affairs of the Corporation or any of its Subsidiaries which the Corporation
treats as confidential or proprietary;




1.1.9.                      “Disability” means the mental
or physical state of the Employee such that the Employee has been unable, as a
result of illness, disease, mental or physical disability or similar cause, to
fulfill his obligations under this Agreement either for any consecutive
six-month period or for any period of 12 months (whether or not consecutive) in
any consecutive 24-month period;




1.1.10.                    “Employment Period” has the
meaning attributed to such term in section 4;




1.1.11.                    “ESA” means the Employment Standards Act,
2000 (Ontario), as the same may be amended from time to time, and any successor
legislation thereto;




1.1.12.                    “Good Reason”
means:




1.1.12.1.                      without
the consent of the Employee, any material change or series of material changes
in the responsibilities or status of the Employee with the Corporation, such
that, immediately after such change or series of changes, the responsibilities
and status of the Employee are materially diminished in comparison to his
responsibilities and status immediately prior to such change or series of
changes, except in connection with the termination of the Employee’s employment
by the Corporation for Just Cause or in connection with the Employee’s death,
Disability or Retirement or a voluntary resignation by the Employee other than a
resignation for Good Reason;




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1.1.12.2.                      a
reduction by the Corporation of more than 10% in the Employee’s Basic Salary as
in effect on the date hereof or as the same may be increased from time to
time;




1.1.12.3.                      the
taking of any action by the Corporation which would materially adversely affect
the Employee’s participation in the Corporation’s employee benefits plans, or
otherwise materially reduce the Employee’s Benefits, and other similar plans in
which the Employee is participating at the date hereof (or such other plans as
may be implemented after the date hereof that provide the Employee with
substantially similar benefits), or the taking of any action by the Corporation
which would deprive the Employee of any material fringe benefit enjoyed by him
at the date hereof;




1.1.12.4.                      without
the Employee’s consent, the requirement that the Employee be based anywhere
other than the Corporation’s principal executive offices except for required
travel on the Corporation’s business; or




1.1.12.5.                      any
reason which would be considered to amount to constructive dismissal by a court
of competent jurisdiction.




1.1.13.
            “Just Cause”
      means:




1.1.13.1.                      the
failure of the Employee to properly carry out his duties after notice by the
Corporation of the failure to do so and an opportunity for the Employee to
correct the same within a reasonable time from the date of receipt of such
notice; or




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1.1.13.2.                      theft,
fraud, dishonesty or misconduct by the Employee involving the property, business
or affairs of the Corporation or its Subsidiaries or involving the carrying out
of the Employee’s duties;




1.1.14.                    “Person” means any individual,
partnership, limited partnership, joint venture, syndicate, sole proprietorship,
company or corporation with or without share capital, unincorporated
association, trust, trustee, executor, administrator or other legal personal
representative, regulatory body or agency, government or governmental agency,
authority or entity, however designated or constituted;




1.1.15.                    “Restricted Period”means the
one-year period immediately following the cessation of the Employee’s
employment;




1.1.16.                    “Retirement” means retirement
in accordance with the Corporation’s retirement policy from time to
time;




1.1.17.                    “Subsidiaries” has the meaning
attributed to such term in the Business Corporations Act
(Ontario), as the same may be amended from time to time, and any successor
legislation thereto;




1.1.18.                    “Stop Work Notice” has the
meaning attributed to such term in section 8.2;




1.1.19.                    “Year of Employment” means any
12-month period commencing on January 1.




2.
            Employment of the
      Employee




The
Corporation shall continue to employ the Employee, and the Employee shall
continue to serve the Corporation, in the position of Chief Financial Officer
and Treasurer on the conditions and for the remuneration hereinafter set
out.  In such position, the Employee shall perform and fulfill such
duties and responsibilities as the Corporation may designate from time to
time.  The Employee shall report to the Chairman and Chief Executive
Officer of the Corporation.




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3.
            Performance of
      Duties




During
the Employment Period, the Employee shall faithfully, honestly and diligently
serve the Corporation and its Subsidiaries as contemplated above.  The
Employee shall (except in the case of illness or accident) devote all of his
working time and attention to his employment hereunder, except where expressly
agreed by the Chairman and Chief Executive Officer, and shall use his best
efforts to promote the interests of the Corporation.




4.
            Employment
      Period




The
Employee’s employment under this Agreement shall, subject to section 8 and section 10, be for an
indefinite term.  Accordingly, the Corporation shall continue to
employ the Employee, and the Employee shall continue to serve the Corporation,
as an employee in accordance with this Agreement for the period ending on the
effective date the employment of the Employee under this Agreement is terminated
in accordance with section 8.2 or section 10(the “Employment
Period”).




5.
            Remuneration




5.1.              Basic
Remuneration.  The Corporation shall pay the Employee a gross
salary, minus applicable deductions and withholdings, in respect of each Year of
Employment in the Employment Period, of $184,271.04 (the “Basic Salary”),
payable in equal installments according to the Corporation’s regular payroll
practices.  The Basic Salary shall, in the sole and absolute
discretion of the Board, be subject to an increase on the basis of an annual
review.




5.2.              Bonus
Remuneration.The Employee shall, in
respect of each Year of Employment during the Employment Period,receive
bonus remuneration in accordance with the terms and conditions outlined in
Schedule 5.2.




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5.3.               Stock
Options.  The Employee
shall, during the Employment Period, receive such stock options, if any, as the
board of directors of the Corporation, in its sole discretion may, pursuant to
the terms of the Corporation’s stock option plan, authorize.




5.4.               Benefits.  The Corporation
shall provide to the Employee, in addition to the Basic Salary, the benefits
(the “Benefits”) described in the Corporation’s employee benefit booklet from
time to time, and such Benefits will be provided in accordance with, and subject
to, the terms and conditions of the applicable plan relating thereto in effect
from time to time and subject to change at any time in the sole discretion of
the Corporation.




5.5.               Prorata
Entitlement in the Event of Termination.  If the Employee’s
employment is terminated pursuant to section 8 or section 10 or if the Employee dies
during the Employment Period, the Employee shall be entitled to receive in
respect of his entitlement to Basic Salary, and the Corporation shall be
required to pay in respect thereof, only that proportion of the Basic Salary, in
respect of the Year of Employment in which the effective date of the termination
of employment or the date of death occurs, that (i) the number of days elapsed
from the commencement of such Year of Employment to the effective date of
termination or the date of death is to (ii) 365.




6.
            Expenses




Subject
to the terms of the Corporation’s expense policy, the Corporation shall pay, or
reimburse the Employee for, all travel and out-of-pocket expenses reasonably
incurred or paid by the Employee in the performance of his duties and
responsibilities, upon presentation by the Employee of expense statements or
receipts or such other supporting documentation as the Corporation may
reasonably require.




7.
            Vacation




The
Employee shall be entitled, during each full Year of Employment during the
Employment Period, to vacation with pay of four weeks.  Vacation shall
be taken by the Employee at such time as may be acceptable to the Corporation
having regard to its operations.  Except with the prior written
consent of the Chairman and Chief Executive Officer, (i) no more than two
weeks of vacation shall be taken consecutively and (ii) the vacation
entitlement earned in a Year of Employment is subject to any carryover
provisions as stated in the Company’s vacation
policy.  Notwithstanding the foregoing, in the event that the
Employee’s employment is terminated pursuant to section 8or section 10, the
Employee shall not be entitled to receive any payment in lieu of any vacation to
which he was entitled and which had not already been taken by him except to the
extent, if any, of the payments in respect of vacation pay required by the
ESA.




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8.
            Termination




8.1.               Notice.  The Employee’s
employment may, subject to section 10,be terminated at any
time:




8.1.1.                      by
the Corporation without prior notice and without further obligations to the
Employee for reasons of Just Cause;




8.1.2.                      by
the Corporation for any reason other than Just Cause, on twelve months’ prior
written notice to the Employee, provided that if the Employee is entitled under
the ESA to a longer period of notice than that prescribed above, the notice to
be given by the Corporation under this section 8.1.2 shall be that minimum
period of notice which is required under the ESA and no more; or




8.1.3.                      by
the Employee on one month’s prior written notice to the
Corporation.




The
Employee’s employment shall be automatically terminated, without further
obligation to the Employee, in the event of his death.




8.2.               Effective
Date.  The effective
date on which the Employee’s employment shall be terminated shall
be:




8.2.1.                      in
the case of termination under section 8.1.1, the day the Employee is
deemed, under section 17, to have received notice from
the Corporation of such termination;




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8.2.2.                      in
the case of termination under section 8.1.2or section8.1.3, the last
day of the minimum period referred to therein; and




8.2.3.                      in
the event of the death of the Employee, on the date of his death.




Notwithstanding
the foregoing, where the Corporation is giving or has given notice pursuant to
section 8.1.2above,
the Corporation shall have the right, at any time prior to the end of the
Employment Period and by giving notice to the Employee to that effect (a “Stop
Work Notice”), to require that the Employee cease to perform his duties and
responsibilities and cease attending the Corporation’s premises immediately upon
the giving of the Stop Work Notice.  If a Stop Work Notice is given,
the Corporation shall continue to pay the Employee to the end of the Employment
Period.  For that purpose, in calculating the Employee’s entitlement
to Basic Salary, the Employee shall be considered to have been actively employed
by the Corporation to the end of the Employment Period.  For the
purpose of the Employee’s entitlement to Benefits, the Employee shall receive an
amount equal to 2.5% of his Basic Salary for the purpose of obtaining equivalent
coverage during the notice period.




9.
            Rights of Employee on
      Termination and Lump Sum
Payment




Where the
Employee’s employment under this Agreement has been terminated by the
Corporation under section 8.1.2, the Employee shall be entitled, upon providing
to the Corporation appropriate releases, resignations and other similar
documentation, to receive from the Corporation, in addition to accrued but
unpaid Basic Salary, if any, and any entitlement in respect of vacation as
contemplated by section 7, a lump sum payment equal to 12 months of his
Basic Salary and 2.5% of his Basic Salary in respect of his entitlement to
Benefits, less any amounts payable to the Employee in lieu of notice where a
Stop Work Notice has been given pursuant to section 8and less any amounts owing
by the Employee to the Corporation for any reason.




Except as
provided above in this section 9 and subject to sections 10 and 11, where the Employee’s
employment has been terminated by the Employee or by the Corporation for any
reason, the Employee shall not be entitled, except to the extent required under
any mandatory employment standard under the ESA, to receive any payment as
severance pay, in lieu of notice, or as damages.  Except as to any
entitlement as provided above and subject to section 10, the Employee hereby waives
any claims that the Employee may have against the Corporation for or in respect
of severance pay, or on account of loss of office or employment or notice in
lieu thereof or damages in lieu thereof (other than rights to accrued but unpaid
Basic Salary and vacation pay and to reimbursement for expenses pursuant to
section 6).  The payments to the Employee where the Corporation
has given notice pursuant to section 8.1.2above, whether or not a
Stop Work Notice is given, shall be deemed to include, and to satisfy
entitlement to, severance pay pursuant to the ESA to the extent of such
payments.




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10.
            Change of
      Control




10.1.               Termination
of Employment by the Corporation for Just Cause.Following a Change of Control,
the Corporation may terminate the Employee’s employment at any time without
notice or further obligations to the Employee under this Agreement for reasons
of Just Cause.  Following a Change of Control, the Employee shall not
be deemed to have been terminated for Just Cause unless and until there has been
delivered to the Employee a copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters of the entire membership of the Board
(excluding the Employee if the Employee is, at the relevant time, a director of
the Corporation) at a meeting of the Board called and held for the purpose
(after reasonable notice to the Employee), finding that, in the good faith
opinion of the Board, the Employee’s conduct constituted Just Cause and
specifying the particulars thereof.  The date on which the copy of
such resolution is given to the Employee shall be the effective date of any
termination pursuant to this section 10.1.




10.2.               Termination
of Employment Without Just Cause or for Good Reason. If at any time
within 24 months following a Change of Control, the Employee’s employment is
terminated (i) by the Corporation other than for Just Cause or (ii) by
the Employee for Good Reason, the following provisions shall apply and the
provisions of section 8 and section 9 shall not apply:




10.2.1.                      the
Employee shall be entitled to receive, and the Corporation shall pay to the
Employee immediately following termination, a cash amount equal to 12 months of
the Basic Salary, less any required statutory deductions and
withholdings;




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10.2.2.                      the
Employee shall be entitled to receive, and the Corporation shall pay to the
Employee, immediately following termination, a cash amount equal to 2.5% of his
annual Basic Salary in lieu of continued benefit coverage; and




10.2.3.                      if
at the date of termination of the Employee’s employment, the Employee holds
options for the purchase of shares under a share option plan or otherwise, all
options so held shall, notwithstanding the terms of the Corporation’s share
option plan or of the agreement governing the Employee’s options,
(i) immediately vest to the extent they have not already vested at such
date; and (ii) (A) for a period of two years following the Employee’s
date of termination continue to be held on the same terms and conditions as if
the Employee continued to be employed by the Corporation or (B) if the
Employee so elects in writing within 90 days after the date of termination, be
purchased by the Corporation at a cash purchase price equal to the amount by
which the aggregate “fair market value” of the shares subject to such options
exceeds the aggregate option price for such shares, provided that for this
purpose, “fair market value” means the higher of (i) the weighted average of the
closing prices for the shares of the same class of the Corporation on the
principal securities exchange (in terms of volume of trading) on which such
shares are listed at the time of termination for each of the last ten days prior
to such time on which such shares traded on such securities exchange and (ii) if
the Change of Control involved the purchase and sale of such shares, the average
value of the cash consideration paid to the shareholders of the Corporation in
connection with the transactions resulting in the Change of
Control.




For
purposes of this Agreement, the Employee’s employment shall be deemed to have
been terminated following a Change of Control by the Corporation without Just
Cause or by the Employee with Good Reason, if: (i) the Employee’s employment is
terminated by the Corporation without Just Cause prior to a Change of Control
and such termination was at the request or direction of a Person who has entered
into an agreement with the Corporation or any shareholder of the Corporation,
the consummation of which would constitute a Change of Control; (ii) the
Employee terminates his employment with Good Reason prior to a Change of Control
and the circumstance or event which constitutes Good Reason occurs at the
request or direction of a Person who has entered into an agreement with the
Corporation or any shareholder of the Corporation, the consummation of which
would constitute a Change of Control; or (iii) the Employee’s employment is
terminated by the Corporation without Just Cause prior to a Change of Control
and the Employee reasonably demonstrates that such termination is otherwise in
connection with, or in anticipation of, a Change of Control which actually
occurs.




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For
greater certainty, this section 10.2does not apply in the
event of the termination of the employment of the Employee: (i) as a result of
death, Disability or Retirement of the Employee, (ii) by the Corporation for
Just Cause or (iii) by the Employee without Good Reason.  If the
Employee or the Corporation intends to terminate the Employee’s employment as
contemplated in this section 10, the party having such
intention shall, in accordance with the provisions of section 17 hereof, give the other notice
thereof.




11.
            No Obligation to
      Mitigate




The
Employee shall not be required to mitigate any damages or losses arising from
any termination of this Agreement by seeking other employment or otherwise, nor
(except as specifically provided herein) shall the amount of any payment
provided for in this Agreement be reduced by any compensation earned by the
Employee as a result of employment by another employer after termination or
otherwise.




12.
            Non-Competition




The
Employee shall not, either during the Employment Period or the Restricted
Period, within Canada or the United States of America, directly or indirectly,
in any manner whatsoever, including, without limitation, individually, or in
partnership, jointly or in conjunction with any other Person, or as an employee,
principal, agent, director or shareholder:




(i)
            be
      engaged in any undertaking;




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(ii)
            have
      any financial or other interest (including an interest by way of royalty
      or other compensation arrangements) in, or in respect of, the business of
      any Person which carries on a business;
or




(iii)
            advise,
      lend money to or guarantee the debts or obligations of, or permit the use
      of the Employee’s name or any parts thereof, by any Person which carries
      on a business;




which is
the same as, or substantially similar to, or which competes with or would
compete with, the business carried on by the Corporation or any of its
Subsidiaries during the Employment Period or at the end thereof.




Notwithstanding
the foregoing, nothing herein shall prevent the Employee from owning not more
than 5% of the issued and outstanding shares of a corporation, the shares of
which are listed on a recognized stock exchange or traded in the
over-the-counter market in Canada or the United States, which carries on a
business which is the same as, or substantially similar to, or which competes
with or would compete with, the business of the Corporation or any of its
Subsidiaries.




13.
            No Solicitation of
      Customers or Patients




The
Employee shall not, either during the Employment Period or the Restricted
Period, directly or indirectly, solicit or attempt to solicit any patients or
customers of the Corporation or any of its Subsidiaries for the purpose of
selling to any patients or customers of the Corporation any products or services
which are the same as or substantially similar to, or in any way competitive
with, the products or services sold by the Corporation or any of its
Subsidiaries during the Employment Period or at the end thereof, as the case may
be.




14.
            No Solicitation of
      Employees




The
Employee shall not, either during the Employment Period or the Restricted
Period, directly or indirectly, employ or retain as an independent contractor
any employee of the Corporation or any of its Subsidiaries or induce or solicit,
or attempt to induce or solicit, any such person to leave his/her
employment.




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15.
            Confidentiality




The
Employee shall not, either during the Employment Period or at any time
thereafter, directly or indirectly, use or disclose to any Person any
Confidential Information, provided, however, that nothing in this section 15
shall preclude the Employee from disclosing or using Confidential Information
if:




15.1.             the
Confidential Information is available to the public or in the public domain at
the time of such disclosure or use, without breach of this Agreement;
or




15.2.             disclosure
of the Confidential Information is required to be made by any law, regulation or
governmental body or authority or by court order.




The
Employee acknowledges and agrees that the obligations under this section 15 are
to remain in effect in perpetuity and shall exist and continue in full force and
effect, notwithstanding any breach or repudiation, or alleged breach or
repudiation, by the Corporation of this Agreement.




16.
            Remedies




The
Employee acknowledges that a breach or threatened breach by the Employee of the
provisions of any of sections 12 to 15 inclusive will result in the
Corporation and its shareholders suffering irreparable harm which is not capable
of being calculated and which cannot be fully or adequately compensated by the
recovery of damages alone.  Accordingly, the Employee agrees that the
Corporation shall be entitled to interim and permanent injunctive relief,
specific performance and other equitable remedies, in addition to any other
relief to which the Corporation may become entitled.




17.
            Notices




Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be given by prepaid first-class mail, by facsimile or
other means of electronic communication or by hand delivery as hereinafter
provided, except that any notice of termination by the Corporation under section
8 or section 10 shall be
hand delivered or given by registered mail.  Any such notice or other
communication, if mailed by prepaid first-class mail at any time, other than
during a general discontinuance of postal service due to strike, lockout or
other reason, shall be deemed to have been received on the fourth Business Day
after the post-marked date thereof or, if mailed by registered mail, shall be
deemed to have been received on the day such mail is delivered by the post
office or, if sent by facsimile or other means of electronic communication,
shall be deemed to have been received on the Business Day following the sending
or, if delivered by hand shall be deemed to have been received at the time it is
delivered to the applicable address noted below, either to the individual
designated below or to an individual at such address having apparent authority
to accept deliveries on behalf of the addressee.  Notice of change of
address shall also be governed by this section 17.  In the event of a
general discontinuance of postal service due to strike, lock-out or other
reason, notices or other communications shall be delivered by hand or sent by
facsimile or other means of electronic communication and shall be deemed to have
been received in accordance with this section 17.   Notices and
other communications shall be addressed as follows:




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a)
            if
      to the Employee:




William
G. Dumencu


283 Coxe
Blvd.


Milton,
Ontario


L9T
4L4








b)
            if
      to the Corporation:




OccuLogix,
Inc.


2600
Skymark Avenue, Bldg. 9, Suite 201


Mississauga,
Ontario


L4W
5B2





Attention:
            Chairman
      and Chief Executive Officer


Telecopier
      number:
            (905)
      602-7623




18.
            Headings




The
inclusion of headings in this Agreement is for convenience of reference only and
shall not affect the construction or interpretation hereof.




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19.
            Invalidity of
      Provisions




Each of
the provisions contained in this Agreement is distinct and severable, and a
declaration of invalidity or unenforceability of any such provision by a court
of competent jurisdiction shall not affect the validity or enforceability of any
other provision hereof.




20.
            Entire
      Agreement




This
Agreement constitutes the entire agreement between the parties pertaining to the
subject matter of this Agreement.  This Agreement supersedes and
replaces all prior agreements, written or oral, with respect to the Employee’s
employment by the Corporation (including, without limitation, the Old Employment
Agreement) and any rights which the Employee may have by reason of any such
prior agreement or by reason of the Employee’s prior employment, if any, by the
Corporation.  There are no warranties, representations or agreements
between the parties in connection with the subject matter of this Agreement
except as specifically set forth or referred to in this Agreement.  No
reliance is placed on any representation, opinion, advice or assertion of fact
made by the Corporation or its directors, officers and agents to the Employee,
except to the extent that the same has been reduced to writing and included as a
term of this Agreement.  Accordingly, there shall be no liability,
either in tort or in contract, assessed in relation to any such representation,
opinion, advice or assertion of fact, except to the extent
aforesaid.




21.
            Waiver,
      Amendment




Except as
expressly provided in this Agreement, no amendment or waiver of this Agreement
shall be binding unless executed in writing by the party to be bound
thereby.  No waiver of any provision of this Agreement shall
constitute a waiver of any other provision, nor shall any waiver of any
provision of this Agreement constitute a continuing waiver unless otherwise
expressly provided.




22.
            Currency




All
amounts in this Agreement are stated and shall be paid in Canadian
currency.




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23.
            Employers
      and Employees ActNot to
      Apply




The
Corporation and the Employee agree that section 2 of the Employers and Employees Act
(Ontario) shall not apply to, or in respect of, this Agreement or the employment
of the Employee hereunder.




24.
            Governing
      Law




This
Agreement shall be governed by, and construed in accordance with, the laws of
the Province of Ontario and the laws of Canada applicable therein.




25.
            Counterparts




This
Agreement may be signed in counterparts and each of such counterparts shall
constitute an original document, and such counterparts, taken together, shall
constitute one and the same instrument.




26.
            Acknowledgment




The
Employee acknowledges that:




26.1.             the
Employee has had sufficient time to review and consider this Agreement
thoroughly;




26.2.             the
Employee has read and understands the terms of this Agreement and the Employee’s
obligations hereunder;




26.3.             the
Employee has been given an opportunity to obtain independent legal advice, or
such other advice as the Employee may desire, concerning the interpretation and
effect of this Agreement; and




26.4.             this
Agreement is entered into voluntarily and without any pressure, and the
Employee’s continued employment has not been made conditional upon execution of
this Agreement by the Employee.




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IN WITNESS WHEREOF the parties
have executed this Agreement as of the date first written above.




OCCULOGIX,
      INC.By:
            “Elias
      Vamvakas”Elias
      VamvakasChairman
      and Chief Executive Officer







Witness))))))))
            
            “William G. Dumencu”)
            
            William G.
Dumencu


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-





SCHEDULE
5.2




Bonus
Remuneration









In
respect of each Year of Employment during the Employment Period, the Employee
shall be entitled to receive a maximum of 25% of his Basic Salary as bonus
remuneration based upon performance criteria agreed upon by the Chairman and
Chief Executive Officer and approved by the Compensation Committee of the
Board.