**Amendment
      #3**


**to**


**License
      Agreement 2003-03-0433**





This
      amendment #3 ("Amendment #3") is made by and between Ocusense, Inc., a Delaware
      corporation, having an address at 12707 High Bluff Drive, Second Floor, San
      Diego, Ca 92130 ("LICENSEE") and The Regents of The University of California,
      a
      California corporation having its statewide administrative offices at 1111
      Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"), represented
      by
      its San Diego campus having an address at University of California, San Diego,
      Technology Transfer & Intellectual
      Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California
      92093-0910 ("UCSD").





This
      Amendment #3 is effective on the date of the last signature ("Effective
      Date").





**RECITALS**





**WHEREAS** ,
      LICENSEE and UNIVERSITY previously entered into License Agreement #2003-03-0433
      ("License") as of March 12, 2003 for the commercial development of UCSD
      invention disclosure SD2002-180 titled, "Volume Independent Tear Film Osmometer"
      ("Invention"), have previously entered into Amendment No. 1 to the License
      Agreement effective June 9, 2003, and have previously entered into Amendment
      No.
      2 to the License Agreement effective September 5, 2005;





**WHEREAS** ,
      LICENSEE has made successful progress to date in developing Invention for
      commercial use and now contemplates a fund raising event to capitalize LICENSEE
      with a total of $14,000,000.00 over three investments, by Occulogix, Inc. As
      a
      result of these investments, it is anticipated that Occulogix will become the
      majority shareholder in LICENSEE with at least fifty percent (50.00%) of
      LICENSEE's issued and outstanding shares of stock, also making Occulogix an
      Affiliate under the License Agreement;





**WHEREAS** ,
      in its
      efforts to satisfy Occulogix, Inc.'s due diligence in preparation for the above
      mentioned series of investments in LICENSEE, LICENSEE has requested certain
      revisions and/or clarifications to the License so as to facilitate LICENSEE's
      establishment of meaningful distribution channels and strategic partnerships,
      furthering the likelihood of realizing broad commercial markets for
      Invention;





**WHEREAS** ,
      UNIVERSITY is desirous that LICENSEE achieve the broadest possible commercial
      success with Invention and therefore UNIVERSITY is amenable to clarifying the
      terms of LICENSEE's agreement via the following amendments to
      License.





Therefore,
      contingent on Occulogix providing a minimum of $3,000,000.00 in A round venture
      financing to LICENSEE with a closing date not later than October 1, 2006, it
      is
      hereby agreed that:





1.
      Change
      Paragraph 3.3(a)(2) under Due Date from "March 31, 2007" to "December 31,
      2008"





2.
      Change
      Paragraph 3.3(a)(3) under Due Date from "September 1, 2008" to "December 31,
      2008".





3.
      Change
      Paragraph 10.3


From:


**Assignability** .
      This
      Agreement may be assigned by UNIVERSITY, but is personal to LICENSEE and


assignable
      by LICENSEE only with the written consent of UNIVERSITY.


To:


**Assignability** .
      This
      Agreement may be assigned by UNIVERSITY, but is personal to LICENSEE and


assignable
      by LICENSEE only with the written consent of UNIVERSITY, except that Agreement
      may be assigned to Occulogix, Inc. without prior approval of UNIVERSITY.





**IN
      WITNESS WHEREOF** ,
      both
      UNNERSITY and LICENSEE have executed this Agreement, in duplicate originals,
      by
      their respective and duly authorized officers on the day and year
      written.








**OCUSENSE
        INC.                                                                                                                                                                            THE REGENTS OF THE**
 **UNIVERSITY
        OF CALIFORNIA:**
 
 BY:
        /s/
        Eric
        Donsky                                                                                                                                                                         BY: /s/ Alan S. Paau
 __________________                                                                                                                                                            
     ____________________
 (Signature)                                                                                                                                                                                    
    (Signature)
 
 Name:
        Eric
        Donsky                                                                                                                                                                          Name: Alan S. Paau
 Title:
        CEO                                                                                                                                                                                          Title:
        Assistant Vice Chancellor
 Technology
        Transfer & Intellectual
 Property
        Services





Date
      7/7/06 Date
      6/21/2006







1