Exhibit
10.50





Execution
Copy




LOAN
AGREEMENT





THISLOANAGREEMENT (this “Agreement”), dated as of
February 19, 2008, is made by and among OccuLogix, Inc. (the “Company”), a Delaware
corporation with executive offices located at 2600 Skymark Avenue, Building 9,
Suite 201, Mississauga, Ontario, L4W 5B2, Canada, the lenders listed on the
Schedule of Lenders attached hereto as Exhibit A
(individually, a “Lender” and, collectively,
the “Lenders”) and
Marchant Securities Inc. (the “Collateral Agent”), an
Ontario corporation with offices located at 100 York Boulevard, Suite 404,
Richmond Hill, Ontario, L4B 1J8, Canada.




BACKGROUND




A.           The
Lenders have agreed to make available to the Company a loan in an aggregate
principal amount of U.S.$3,000,000 (the “Loan”) on the terms and
conditions of this Agreement.  Each of the Lenders has agreed to
advance the amount set forth opposite his, her or its name on ExhibitA, representing his,
her or its portion of the Loan (the “Individual Lender’s
Advance”).




B.           The
Company is attempting to raise additional capital by way of a private placement
of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).




C.           The
Company’s obligations under this Agreement will be secured by a pledge of
1,754,589 shares of the Series A Preferred Stock of OcuSense, Inc. (“OcuSense”), representing
50.1% of the issued and outstanding shares of the capital stock of OcuSense, of
which the Company is the legal and beneficial owner.




D.           The
proceeds of the Loan will be used (i) to fulfill the Company’s obligation, when
such obligation becomes due and owing, to pay the last U.S.$2,000,000
installment of the purchase price payable to OcuSense pursuant to the Series A
Preferred Stock Purchase Agreement, dated as of November 30, 2006, by and among
OcuSense and the Company, as amended on October 29, 2007, and (ii) for general
corporate purposes.




E.           Each
of the Lenders is an “accredited investor” pursuant
to Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities
Act”) and an “accredited
investor” pursuant to National Instrument 45-106—Prospectus and
Registration Exemptions (“NI
45-106”).




NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Lenders hereby agree as
follows:







ARTICLE
I


LOAN




1.1           Advance.  Concurrently
with his, her or its execution and delivery of this Agreement, and subject to
the satisfaction or waiver of the closing conditions set forth in Article V in
favor of the Lenders, each Lender shall advance to the Company his, her or its
Individual Lender’s Advance by wire transfer in accordance with the Company’s
instructions or by personal check.




1.2           Maturity
Date.  The maturity date of the Loan (the “Maturity Date”) shall be the
180th day
following the date hereof, if the Company’s management proxy statement prepared
and filed in connection with the Private Placement (defined below) does not
become subject to “review” by the U.S. Securities and Exchange Commission or any
Canadian securities regulatory authority having jurisdiction (either, a “Securities
Regulator”).  If such management proxy statement becomes
subject to “review” by a Securities Regulator, then the Maturity Date shall be
the 270th day
following the date hereof.  The Company shall notify the Lenders as
promptly as reasonably possible of whether or not such management proxy
statement has become subject to “review” by a Securities Regulator.




1.3           Interest.  From
the date hereof until maturity (whether by acceleration or otherwise and both
before and after default), interest shall accrue on the unpaid principal amounts
outstanding hereunder on a quarterly basis, without allowance or deduction, at a
rate of 12% per annum, and shall be payable on the earliest to occur of (i) the
Maturity Date, (ii) the Pre-payment Date (defined below) and (iii) an Event of
Default (defined below).  For illustrative purposes, the Schedule of
Interest attached hereto as Exhibit B sets forth
the amount of interest that will be payable to each of the Lenders if the Loan
remains outstanding until the Maturity Date.




1.4           Repayment.  In
the absence of any pre-payment of the Loan pursuant to Section 1.5 or any Event
of Default (defined below), on the Maturity Date, the Company shall pay the
Lenders, in cash, the outstanding principal amount of the Loan plus accrued and
unpaid interest thereon, calculated in accordance with Section
1.3.  For greater certainty, the cash paid by the Company pursuant to
this Section 1.4 shall be allocated among the Lenders on a pro rata basis, in accordance
with each Lender’s Individual Lender’s Advance.




1.5           Pre-payment.  At
its option, and within its sole discretion, the Company may pre-pay the Loan in
full at any time prior to the Maturity Date (the “Pre-Payment Date”)
by:




(a)           (i)
paying to the Lenders, in cash, the outstanding principal amount of the Loan
plus accrued
and unpaid interest thereon, calculated in accordance with Section 1.3, and (ii)
issuing to the Lenders warrants (the “Warrants”), substantially in
the form of the Warrant attached hereto as Exhibit C,
exercisable into shares of the Common Stock, at an exercise price of U.S.$0.10
per share, and exercisable into shares of the Common Stock in an aggregate
number equal to approximately 19.9% of the issued and outstanding shares of the
Common Stock on the Pre-payment Date but which, in no event, shall exceed 20% of
the issued and outstanding shares of the Common Stock on the Pre-payment Date
(the “Warrant Shares”);
or


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(b)           by
no later than the tenth day following the date of closing of a private placement
by the Company of shares of the Common Stock for aggregate gross proceeds of no
less than U.S.$4,000,000 (the “Private Placement”), issuing
to the Lenders shares of the Common Stock in an aggregate amount equal to the
outstanding principal amount of the Loan plus accrued and
unpaid interest thereon, calculated in accordance with Section 1.3, at a per
share price that is 15% less than the per share price paid by the investors in
the Private Placement but on other terms and conditions substantially similar to
those accepted by the investors in the Private Placement, provided that the
Company shall have obtained all of the corporate and regulatory approvals
reasonably necessary for the issuance to the Lenders of shares of the Common
Stock pursuant to this Section 1.5(b).




In the
event of any pre-payment of the Loan pursuant to Section 1.5(a), the Warrants
shall be allocated among the Lenders on a pro ratabasis, in accordance
with each Lender’s Individual Lender’s Advance.  Each of the Warrants
shall be exercisable into a whole number of Warrant Shares, and, under no
circumstance, shall the Company be obligated to issue a Warrant which, when
exercised, will be exercisable into, or otherwise give rise to any obligation on
the part of the Company to issue, a fractional Warrant Share.  For
greater certainty, the cash portion of any pre-payment of the Loan pursuant to
Section 1.5(a) shall be allocated among the Lenders on a pro ratabasis, in accordance
with each Lender’s Individual Lender’s Advance.




In the
event of any pre-payment of the Loan pursuant to Section 1.5(b), the shares of
the Common Stock to be issued to the Lenders shall be allocated among the
Lenders on a pro ratabasis, in accordance with each Lender’s Individual Lender’s
Advance.  Under no circumstance, shall the Company be obligated to
issue a fractional share of the Common Stock, and, if any fraction of a share of
the Common Stock would be issuable to a Lender but for the application of this
provision of this Section 1.5, then the number of shares of the Common Stock
issuable to such Lender shall be rounded down to the nearest whole
number.




The
Warrants, the Warrant Shares and the shares of the Common Stock issued pursuant
to Section 1.5(b) are referred to hereinafter, collectively, as the “Securities”.




1.6           Use of
Proceeds.  The Lenders hereby acknowledge, and agree to, the
use of proceeds of the Loan described in Recital D hereof.




ARTICLE
II


REPRESENTATIONS
AND WARRANTIES




2.1           Representations and
Warranties of the Company.  The Company hereby represents and
warrants to the Lenders as follows:




(a)           Organization and
Qualification.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite legal authority to own and use its properties and assets
and to carry on its business as currently conducted.  The Company is
not in violation of any of the provisions of its certificate of incorporation,
bylaws or other organizational or charter documents.  The Company is
duly qualified to do business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the business
conducted or property owned by the Company makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may
be, would not, individually or in the aggregate, have, or reasonably be expected
to result in, a Material Adverse Effect (defined below).  For purposes
of this Agreement, “Material
Adverse Effect”means (i) a material adverse effect on the results of
operations, assets, business or financial condition of the Company and its
subsidiaries, taken as a whole on a consolidated basis, or (ii) material and
adverse impairment of the Company’s ability to perform its obligations under
this Agreement, provided that none of
the following alone shall be deemed, in and of itself, to constitute a Material
Adverse Effect:  (A) a change in the market price or trading volume of
the Common Stock or (B) changes in general economic conditions or changes
affecting the industry in which the Company operates generally (as opposed to
Company-specific changes) so long as such changes do not have a disproportionate
effect on the Company and its subsidiaries, taken as a whole.


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(b)           Authorization;
Enforcement.  The Company has the requisite corporate authority
to enter into this Agreement and to carry out its obligations
hereunder.  The execution and delivery of this Agreement and the Share
Pledge Agreement (defined below) have been duly authorized by all necessary
corporate action on the part of the Company.  This Agreement has been
duly executed and delivered by the Company and constitutes, and the Share Pledge
Agreement (defined below), when executed and delivered in accordance with the
terms hereof, will constitute, a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as may be
limited by (i) applicable bankruptcy, insolvency, reorganization or other laws
of general application relating to or affecting the enforcement of creditors’
rights generally and (ii) the effect of rules of law governing the availability
of specific performance and other equitable remedies.




(c)           No
Conflicts.  The execution and delivery by the Company of this
Agreement and the Share Pledge Agreement (defined below), and the performance by
the Company of its obligations hereunder and thereunder, do not and will not (i)
conflict with or violate any provision of the Company’s certificate of
incorporation, bylaws or other organizational or charter documents, (ii)
conflict with, or constitute a default under (or an event that, with notice or
lapse of time or both, would become a default under), or give to others any
rights of termination, amendment, acceleration or cancellation under (with or
without notice, lapse of time or both), any agreement, credit facility, debt or
other instrument evidencing a debt of the Company or other understanding to
which the Company is a party, or by which any of its properties or assets is
bound, except to the extent that such conflict or default or termination,
amendment, acceleration or cancellation right would not reasonably be expected
to have a Material Adverse Effect, or (iii) result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which the Company is subject, or by which
any of its properties or assets is bound, except to the extent that such
violation would not reasonably be expected to have a Material Adverse
Effect.


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(d)           The
Securities.  On the Pre-payment Date, if any, the Securities to
be issued pursuant to Section 1.5(a) or 1.5(b), as the case may be, will be duly
authorized and, when issued and paid for in accordance with this Agreement, will
be duly and validly issued and outstanding, fully paid and non-assessable, free
and clear of all liens and will not be subject to pre-emptive or similar rights
of stockholders of the Company (other than any that may be imposed by the
Lenders).




(e)           Litigation.  There
is no action, suit, claim or proceeding or, to the knowledge of the Company,
inquiry or investigation, before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company, threatened against or affecting the Company that would be reasonably
expected, individually or in the aggregate, to have a Material Adverse
Effect.




(f)           Share Pledge
Agreement.  The Share Pledge Agreement (defined below) creates
a valid first priority security interest in the Collateral (defined
below).




2.2           Representations and
Warranties of the Lenders.




(a)           Organization;Authority.  In
the case of a Lender that is not a natural person, (i) such Lender is an entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has the requisite corporate, partnership or
other power and authority to enter into this Agreement and to carry out its
obligations hereunder, and (ii) the execution and delivery of this Agreement
have been duly authorized by all necessary corporate, partnership or other
action on the part of such Lender.  In the case of all Lenders,
whether or not a natural person, this Agreement has been duly executed and
delivered by such Lender and constitutes a valid and binding obligation of such
Lender, enforceable against him, her or it in accordance with its terms, except
as may be limited by (A) applicable bankruptcy, insolvency, reorganization or
other laws of general application relating to or affecting the enforcement of
creditors’ rights generally and (B) the effect of rules of law governing the
availability of specific performance and other equitable remedies.




(b)           No Public Sale or
Distribution.  On the Pre-payment Date, if any, such Lender
will be acquiring the Warrants or shares of the Common Stock, as the case may
be, and, if applicable, upon exercise of the Warrants, will be acquiring the
Warrant Shares issuable upon the exercise thereof, in the ordinary course of
business for his, her or its account and not with a view towards, or for resale
in connection with, the public sale or distribution thereof, except pursuant to
sales registered under the Securities Act or under an exemption from such
registration and in compliance with applicable U.S. federal and state securities
laws, or except pursuant to a valid prospectus and registration under applicable
Canadian provincial and territorial securities laws and regulations or under an
exemption from the prospectus and registration requirements thereunder and in
compliance with applicable Canadian provincial and territorial securities laws
and regulations, and such Lender does not have a present arrangement to effect
any distribution of the Securities to or through any person or
entity.


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(c)           Investor
Status.  On the date hereof and on the Pre-payment Date, if
any, such Lender is and will be, respectively, (i) an “accredited investor” as
defined in Rule 501(a) promulgated under Regulation D of the Securities Act, if
he, she or it is a resident of the U.S., and (ii) an “accredited investor” as
defined in NI 45-106, if he, she or it is a resident of Canada.




(d)           Experience of
Lender.  Such Lender, either alone or together with his, her or
its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of entering into this Agreement and making his, her or its Individual
Lender’s Advance and the merits and risks of the prospective investment in the
Securities, and such Lender has so evaluated such merits and
risks.  Such Lender understands that he, she or it must bear the
economic risk of an investment in the Securities, if any, indefinitely and is
able to bear such risk and to afford a complete loss of such
investment.




(e)           Access to
Information.  Such Lender acknowledges that he, she or it has
reviewed the SEC Reports (defined below) and has been afforded (i) the
opportunity to ask such questions as he, she or it has deemed necessary of, and
to receive answers from, representatives of the Company concerning the terms and
conditions of this Agreement and the merits and risks of the prospective
investment in the Securities, (ii) access to information about the Company and
its subsidiaries and their respective financial condition, results of
operations, business, properties, management and prospects sufficient to enable
him, her or it to evaluate the terms and conditions of this Agreement and the
merits and risks of the prospective investment in the Securities and (iii) the
opportunity to obtain such additional information that the Company possesses or
can acquire without unreasonable effort or expense that is necessary to make an
informed decision.  “SEC Reports”means the
reports required to be filed by the Company under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”), including pursuant to Section 13(a) or 15(d) thereof, together
with any materials filed or furnished by the Company under the Exchange Act,
whether or not any such reports were required to be filed or
furnished.




(f)             No Governmental
Review.  Such Lender understands that no United States federal
or state agency, Canadian provincial or territorial securities commission or any
other government or governmental agency has passed on or made, or will pass on
or make, any recommendation or endorsement of the Securities or the fairness or
suitability of the prospective investment in the Securities.




(g)           
Securities
Transactions.  Such Lender has not engaged, directly or
indirectly, and no person or entity acting on behalf of or pursuant to any
understanding with such Lender has engaged, in any purchases or sales of any
securities of the Company since the time such Lender was first contacted by the
Company, or by any other person or entity, regarding an investment in the
Company, including this Agreement and the transactions contemplated
herein.




(h)             Restricted
Securities.  Such Lender understands that the Securities will
be characterized as “restricted
securities” under U.S. federal securities laws inasmuch as, if issued,
they will be acquired from the Company in a transaction not involving a public
offering and that, under U.S. federal securities laws and applicable
regulations, the Securities may be resold without registration under the
Securities Act only in certain limited circumstances.  Such Lender
acknowledges that all certificates representing any of the Securities will bear
a restrictive legend to the foregoing effect and hereby consents to the transfer
agent for the Common Stock making a notation on its records to implement the
restrictions on transfer described herein.  Such Lender acknowledges
that the Securities will not be qualified for distribution to the public in
Canada and that such Lender will not, directly or indirectly, offer or re-sell
the Securities in Canada or to any Canadian resident, or to any person or entity
who is acting on behalf of a Canadian resident or to any person or entity whom
he, she or it believes intends to re-offer, re-sell or deliver any of the
Securities in Canada, unless permitted under applicable Canadian provincial and
territorial securities laws and regulations.


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(i)           No Legal, Tax or Investment
Advice.  Such Lender understands that nothing in this Agreement
or any other materials presented by or on behalf of the Company to him, her or
it in connection with this Agreement and the transactions contemplated herein,
including the prospective investment in the Securities, constitutes legal, tax
or investment advice.  Such Lender has consulted such legal, tax and
investment advisors as he, she or it, in his, her or its sole discretion, has
deemed necessary or appropriate in the circumstances.




ARTICLE
III


SECURITY




3.1           Share Pledge
Agreement.  As continuing collateral security for all
indebtedness, obligations and liabilities, present or future, absolute or
contingent, matured or not, at any time owing by the Company to any of the
Lenders, or remaining unpaid to any of the Lenders, under or in connection with
this Agreement (collectively, the “Secured Obligations”), the
Company shall execute and deliver the share pledge agreement, in the form of the
Share Pledge Agreement attached hereto as Exhibit D (the “Share Pledge
Agreement”).  The Share Pledge Agreement shall be entered into
in favor of the Collateral Agent for the rateable benefit of the
Lenders.




3.2           Appointment of Collateral
Agent.  Each of the Lenders hereby irrevocably designates and
appoints the Collateral Agent as the collateral agent of such Lender under the
Share Pledge Agreement, and each of the Lenders hereby irrevocably authorizes
the Collateral Agent, in such capacity, to take such action on such Lender’s
behalf under the Share Pledge Agreement, and to exercise such powers and perform
such duties, as are expressly delegated to the Collateral Agent by the
provisions of this Agreement and/or the Share Pledge Agreement, together with
such other powers as are reasonably incidental thereto, including the power to
execute documents on behalf of the Lenders.  The Collateral Agent
hereby accepts such designation and appointment and agrees to perform its
obligations as collateral agent in accordance with the provisions of this
Agreement and the Share Pledge Agreement.  Notwithstanding any
contrary provision in this Agreement or the Share Pledge Agreement, the
Collateral Agent shall not have any duties or responsibilities, except those
expressly set forth herein or therein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or the Share Pledge
Agreement or otherwise shall exist against the Collateral Agent.  The
Collateral Agent hereby declares that it shall hold the collateral charged by
the Share Pledge Agreement (the “Collateral”) and the rights
granted to it under this Agreement and the Share Pledge Agreement solely in its
capacity as collateral agent for the rateable benefit of the
Lenders.  Notwithstanding any other provision in this Agreement or the
Share Pledge Agreement, the Collateral Agent may refrain from doing anything
which would be, or might be in its reasonable opinion, contrary to any
applicable law.


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3.3           Delegation of
Duties.  The Collateral Agent may perform any of its duties
under this Agreement and the Share Pledge Agreement by or through agents or
attorneys-in-fact and shall be entitled to rely upon the advice of counsel
concerning all matters pertaining to such duties.  The Collateral
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact, provided that they
were selected by the Collateral Agent with reasonable care.




3.4           Exculpatory
Provisions.  None of the Collateral Agent or any of its
officers, directors, employees, agents or attorneys-in-fact shall be liable for
any action lawfully taken or omitted to be taken by it or such person under, or
in connection with, this Agreement or the Share Pledge Agreement (except for its
or such person’s gross negligence or willful misconduct as determined by a final
judgment of a court of competent jurisdiction).  The Collateral Agent
shall have no obligation to any of the Lenders to ascertain, or to inquire as
to, the observance or performance by the Company of any of its agreements or
covenants contained herein or the Share Pledge Agreement or to inspect the
properties, books or records of the Company.




3.5           Reliance by Collateral
Agent.  The Collateral Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, fax, statement, e-mail message, order
or other document or conversation believed by the Collateral Agent to be genuine
and correct and to have been signed, sent or made by the proper person or
persons and upon the advice of legal counsel, accountants or other
experts.  The Collateral Agent shall be entitled to refuse to take, or
continue to take, any action under this Agreement or the Share Pledge Agreement
unless it first receives such advice or concurrence of Required Lenders (defined
below) as the Collateral Agent deems appropriate or unless it shall be
indemnified to its satisfaction by the Lenders against any and all liability
that may be incurred by it by reason of taking, or continuing to take, such
action.  For purposes of this Agreement, “Required Lenders”means
Lenders whose Individual Lender’s Advances, in aggregate, total 50% or more of
the principal amount of the Loan.  In all cases, the Collateral Agent
shall be fully protected in acting, or in refraining from acting, under this
Agreement or the Share Pledge Agreement in accordance with any written request
of Required Lenders, and such request, together with any action or omission
pursuant thereto, shall be binding upon all of the Lenders.




3.6           Indemnification.  Each
of the Lenders hereby agrees to indemnify the Collateral Agent in its capacity
as collateral agent, ratably in accordance with his, her or its Individual
Lender’s Advance, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may be imposed on, incurred by or asserted against
the Collateral Agent, at any time (including at any time following the payment
in full of the Secured Obligations), in any way relating to, or arising from,
this Agreement or the Share Pledge Agreement, or the transactions contemplated
herein or therein, or any action or omission in connection with any of the
foregoing (the “Collateral
Agent’s Claims”), provided, however,
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Collateral Agent’s gross
negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction.  This Section 3.6 shall survive until the
first anniversary of the date of payment in full of the Secured
Obligations.


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3.7           Successor Collateral
Agent.  The Collateral Agent may resign as collateral agent
upon 20 days’ prior written notice to the Lenders and the Company.  If
Required Lenders deem it advisable, they may terminate the Collateral Agent’s
authority to act on behalf of the Lenders pursuant to this Article III upon 20
days’ prior written notice to the other Lenders and the Company.  If
the Collateral Agent resigns, or if its authority to act on behalf of the
Lenders is terminated, pursuant to this Section 3.7, then Required Lenders shall
appoint, from among the Lenders, a successor collateral agent, which successor
collateral agent shall be approved by the Company (which approval shall not be
withheld unreasonably), whereupon such successor collateral agent shall succeed
to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall mean
such successor collateral agent effective upon such appointment and approval,
and whereupon the former Collateral Agent’s rights, powers and duties as
collateral agent shall be terminated, without any other further act or deed on
the part of any of the former Collateral Agent, the Lenders or the
Company.  After its resignation or termination as collateral agent,
the provisions of this Article III shall inure to the benefit of any former
Collateral Agent with respect to any and all of its actions or omissions while
it acted as collateral agent under this Agreement and the Share Pledge
Agreement.




3.8           Enforcement of
Security.  Upon an Event of Default (defined below), the
security constituted by the Share Pledge Agreement (the “Security”) shall become
enforceable, and Required Lenders thereafter may provide the Collateral Agent
with a written request to enforce the Security.




3.9           Application of Proceeds of
Realization.  Subject to the claims, if any, of the Company’s
creditors whose claims rank in priority to the Security, all cash Proceeds of
Realization (defined below) shall be applied and distributed as
follows:




(a)           first,
to the payment of all reasonable costs and expenses incurred by the Collateral
Agent (including legal fees and disbursements) in the exercise of any or all of
the powers granted to it under this Agreement and/or the Share Pledge Agreement
and to the payment of the remuneration of any receiver appointed by the
Collateral Agent or by a court at the instance of the Collateral Agent in
respect of the Collateral or any part thereof (a “Receiver”) and all costs and
expenses properly incurred by such Receiver (including legal fees and
disbursements) in the exercise of any or all of the powers granted to
it;




(b)           second,
to the payment of all amounts of money borrowed or advanced, if any, by the
Collateral Agent or a Receiver and any interest thereon;


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(c)           third,
to the payment of the Secured Obligations to the Lenders, pro ratain accordance with
their respective Individual Lender’s Advances; and




(d)           the
balance, if any, in accordance with applicable law.




“Proceeds of Realization”
means proceeds derived by, or on behalf of, the Collateral Agent from any sale,
disposition or other realization of the Collateral.




3.10           Discharge of
Security.  In the event of a permitted sale or other
disposition of any of the Collateral, the Security therein shall terminate
automatically and be deemed discharged and released.  Each of the
Lenders hereby authorizes the Collateral Agent, at the expense of the Company,
to execute and deliver such discharges and other instruments necessary or
advisable for the purposes of releasing and discharging the Security therein, of
recording the provision or effect thereof in any public office where the
Security may be registered or recorded and of more fully and effectively
carrying out the intent of this Section 3.10.




3.11           Further
Assurances.  From time to time, upon the reasonable request of
the Collateral Agent, the Company shall make, do and execute and deliver, or
cause to be made, done and executed and delivered, all such further acts, deeds,
assurances, documents and things as may be necessary or advisable, in the
reasonable opinion of the Collateral Agent, to perfect the Security or to carry
out more fully and effectively the intent of this Agreement and the Share Pledge
Agreement.




ARTICLE
IV


COVENANTS




4.1           Covenants of the
Company.  Until the Secured Obligations are paid in full, the
Company hereby agrees:




(a)           to
pay, whenever due, all principal, interest and other amounts outstanding under
this Agreement;




(b)           to
comply with all of its obligations under this Agreement and the Share Pledge
Agreement;




(c)           to
notify the Lenders and the Collateral Agent promptly of (i) any material breach
by the Company of its representations and warranties or covenants herein or in
the Share Pledge Agreement and (ii) any Event of Default (defined
below);




(d)           not
to create, assume or suffer to exist any lien upon the Collateral ranking ahead
of, or in priority to, the Security;




(e)           not
to sell, or otherwise dispose of, the Collateral unless the proceeds of such
sale or disposition shall be sufficient to pay the Secured Obligations in full
and shall be so used, provided that nothing
in this Section 4.1(e) shall be read or construed as prohibiting the Company
from selling, or otherwise disposing of, the Collateral if the proceeds of such
sale or disposition shall be sufficient to pay the Secured Obligations in full
and shall be so used; and


10




(f)           to
do, or cause to be done, all things necessary or desirable to maintain the
Company’s existence and good standing under the laws of the State of Delaware
and the Company’s legal authority to own and use its properties and assets and
to carry on its business as currently conducted.




4.2           Covenants of the
Lenders.  Each of the Lenders hereby, as to himself, herself or
itself and for no other Lender, agrees:




(a)           to
notify the Company promptly of any material breach by him, her or it of his, her
or its representations and warranties or covenants herein;




(b)           at
the Closing (defined below), to complete and execute and deliver the Accredited
Investor Certificate attached hereto as Exhibit E, if such
Lender is a resident of the U.S., and the Accredited Investor Certificate
attached hereto as Exhibit F, if such
Lender is a resident of Canada (either, the “Accredited Investor
Certificate”);




(c)           at
all times until the Maturity Date, to remain (i) an “accredited investor” as
defined in Rule 501(a) promulgated under Regulation D of the Securities Act, if
he, she or it is a resident of the U.S., and (ii) an “accredited investor” as
defined in NI 45-106, if he, she or it is a resident of Canada; and




(d)           upon
a breach of the covenant contained in Section 4.2(c), to assign his, her or its
rights and obligations under, and his, her or its right, title and interest in
and to, this Agreement and the Share Pledge Agreement, to a U.S. or Canadian
resident third party approved by the Company in writing (which approval shall
not be withheld unreasonably) that qualifies as an “accredited investor” as
defined in Rule 501(a) promulgated under Regulation D of the Securities Act, if
such third party is a resident of the U.S., and an “accredited investor” as
defined in NI 45-106, if such third party is a resident of Canada, and that
certifies in writing its “accredited investor”status
and agrees, in writing, to assume such Lender’s obligations under this
Agreement.




ARTICLE
V


CONDITIONS




5.1           Closing Conditionsin Favor of the
Lenders.  The obligation of each of the Lenders to advance its
Individual Lender’s Advance is subject to the satisfaction, or the waiver by
such Lender, on or prior to such advance (the “Closing”), of each of the
following conditions:




(a)           Representations and
Warranties.  The representations and warranties of the Company
contained herein shall be true and correct in all material respects as of the
date hereof and as of the Closing as though made on and as of such
date;


11




(b)           Share Pledge
Agreement.  The Company shall have executed and delivered the
Share Pledge Agreement; and




(c)           Performance.  The
Company shall have performed, satisfied and complied with, in all material
respects, all covenants, agreements and conditions required by this Agreement or
the Share Pledge Agreement to be performed, satisfied or complied with by it at
or prior to the Closing.




5.2           Closing Conditions in Favor
of the Company.  The entering into of this Agreement by the
Company with each of the Lenders, and the acceptance by the Company of such
Lender’s Individual Lender’s Advance, is subject to the satisfaction, or the
waiver by the Company, at or prior to the Closing, of each of the following
conditions:




(a)           Representations and
Warranties.  The representations and warranties of such Lender
contained herein shall be true and correct in all material respects as of the
date hereof and as of the Closing as though made on and as of such
date;




(b)           Accredited Investor
Certificate.  Such Lender shall have completed and executed and
delivered the Accredited Investor Certificate in accordance with Section 4.2(b);
and




(c)           Performance.  Such
Lender shall have performed, satisfied and complied with, in all material
respects, all other covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by him, her or it at or
prior to the Closing.




ARTICLE
VI


EVENTS OF
DEFAULT




6.1           Events of
Default.  The occurrence of any of the following events shall
constitute an “Event of
Default”:




(a)           Failure to
Pay.  The Company defaults in the payment, when due and
payable, of the outstanding principal amount of the Loan plus accrued and
unpaid interest thereon, calculated in accordance with Section 1.3, and such
default continues for seven days or longer;




(b)           Breach of Representation and
Warranty or Covenant.  Without duplication of Section 6.1(a),
the Company breaches, in a material respect, any representation and warranty or
covenant contained herein or in the Share Pledge Agreement and fails to remedy
such material breach, to the satisfaction of Required Lenders, on or prior to
the tenth day following the earlier to occur of (i) the date on which Required
Lenders notify the Company, in writing, of such material breach and (ii) the
date on which the Company becomes aware of such material breach;
or


12




(c)           Bankruptcy.  The
Company (i) commences a voluntary case or proceeding, (ii) consents to the entry
of an order for relief against it in an involuntary case or proceeding, (iii)
consents to the appointment of a trustee, receiver, receiver and manager,
liquidator, administrator or other similar official of it or for all or
substantially all of its properties and assets, (iv) makes a general assignment
for the benefit of its creditors, (v) consents to the filing of a petition in
bankruptcy against it or (vi) takes any comparable action, under the Bankruptcy and Insolvency Act(Canada), the Companies
Creditors Arrangement Act(Canada) or Title 11 of the United States Code,
as such laws may be supplemented or amended from time to time, together with all
rules, regulations and instruments made thereunder, or any other similar
Canadian law, U.S. federal or state law or foreign law relating to bankruptcy,
insolvency, winding up, administration, receivership or other similar
matters.




Upon an
Event of Default, Required Lenders may declare the outstanding principal amount
of the Loan plus accrued and
unpaid interest thereon, calculated in accordance with Section 1.3, to be due
and payable immediately.




ARTICLE
VII


GENERAL




7.1           Amendments;
Waivers.  No provision of this Agreement or the Share Pledge
Agreement may be amended or waived except in a written instrument signed, (i) in
the case of an amendment, by the Company, Required Lenders and the Collateral
Agent or (ii) in the case of a waiver, by the party against whom enforcement of
any such waiver is sought, provided that, in the
case of waiver by or on behalf of all of the Lenders, such written instrument
shall be signed by Required Lenders.  No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right.  The Collateral Agent
may enter into technical, minor or administrative amendments to the Share Pledge
Agreement without the consent of the Lenders.




7.2           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice
or communication is delivered via facsimile or e-mail at the facsimile number or
e-mail address referred to in this Section 7.2 prior to 6:30 p.m. (Eastern
time) on a business day in the Province of Ontario (“Business Day”), (b) the
next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile or e-mail at the facsimile number or
e-mail address referred to in this Section 7.2 on a day that is not a Business
Day or later than 6:30 p.m. (Eastern time) on any Business Day, (c) the
Business Day following the date of deposit with a nationally recognized
overnight courier service or (d) upon actual receipt by the party to whom
such notice is required to be given.  The addresses, facsimile numbers
and e-mail addresses for such notices and communications are those set forth on
the signature pages hereof, or such other address, facsimile number or e-mail
address as may be designated in writing hereafter, in the same manner, by the
relevant party hereto.


13




7.3           Survival.  All
representations and warranties and covenants herein shall survive the execution
and delivery of this Agreement and the advance by each of the Lenders of his,
her or its Individual Lender’s Advance.




7.4           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.




7.5           Meaning of“Including”.  The
word “including”,
whenever used in this Agreement, shall be deemed to be followed by the phrase
“without
limitation”.




7.6           Entire
Agreement.  This Agreement, together with the Exhibits hereto,
and the Share Pledge Agreement contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such agreements and exhibits.  At or
after the Closing, and without further consideration, the parties hereto will
make, do and execute and deliver, or cause to be made, done and executed and
delivered, such further acts, deeds, assurances, documents and things as may be
reasonably requested by any of the other parties hereto in order to give
practical effect to the intention of the parties hereunder.




7.7           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted
assigns.  The Company may not assign this Agreement or any rights or
obligations hereunder without the prior written consent of Required
Lenders.  Without derogating from the obligation contained in Section
4.2(d), each of the Lenders may assign its rights and obligations under, and
his, her or its right, title and interest in and to, this Agreement to a U.S. or
Canadian resident third party approved by the Company in writing (which approval
shall not be withheld unreasonably) that qualifies as an “accredited investor” as
defined in Rule 501(a) promulgated under Regulation D of the Securities Act, if
such third party is a resident of the U.S., and an “accredited investor” as
defined in NI 45-106, if such third party is a resident of Canada, and that
certifies in writing its “accredited investor”status
and agrees, in writing, to assume such Lender’s obligations under this
Agreement.




7.8           No ThirdParty
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person or entity.




7.9           Governing Law;
Venue.  ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE
FEDERAL LAWS OF CANADA APPLICABLE THEREIN.  THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE
PROVINCE OF ONTARIO FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY ANY OF THE
PARTIES HERETO, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF THE
SHARE PLEDGE AGREEMENT), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT
IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY OF THE OTHER PARTIES HERETO,
ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH
COURT OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.


14




7.10           Execution.  This
Agreement may be executed by one or more of the parties hereto on any number of
separate counterparts (including by facsimile or e-mail transmission), all of
which when taken together shall be considered one and the same
agreement.  In the event that any signature is delivered by facsimile
transmission or e-mail attachment, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or e-mail-attached
signature page were an original thereof.




7.11           Severability.  If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.






[SIGNATURE
PAGES TO FOLLOW]


15


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their
respective authorized signatories as of the date first indicated
above.




OCCULOGIX,
      INC.By:
            “William G.
      Dumencu”Name:
            William
      G. DumencuTitle:
            Chief
      Financial Officer and TreasurerAddress for
      Notices:2600
      Skymark AvenueBuilding
      9, Suite 201Mississauga,
      OntarioL4W
      5B2Fax
      No.:  905-602-7623Telephone
      No.:  905-602-0887E-mail:  elias.vamvakas@occulogix.com;
      or bill.dumencu@occulogix.comAttention:  Elias
      Vamvakas and William G. DumencuMARCHANT SECURITIES INC.,as the Collateral AgentBy:
            “Gregory L. Marchant”Name:
            Gregory
      L. MarchantTitle:
            President
      and CEOAddress for
      Notices:100
      York Boulevard, Suite 404Richmond
      Hill, OntarioL4B
      1J8Fax
      No.:  416-322-7527Telephone
      No.:  416-322-9700, ext. 5000E-mail:  gmarchant@marchantsecurities.comAttention:  Gregory
      L. Marchant


16




Lender Signature
Page





By his,
her or its execution and delivery of this signature page, the undersigned hereby
joins in and agrees to be bound by the terms and conditions of the Loan
Agreement, dated as of, 2008 (the “Loan Agreement”), by and
among OccuLogix, Inc., the Lenders (as defined therein) and Marchant Securities
Inc. and authorizes this signature page to be attached to the Loan Agreement or
counterparts thereof.








Name
      of Lender:By:Name:Title:




Address:




Telephone
      No.:Facsimile
      No.:E-mail
      Address:


Principal
      Amount: U.S.$




17




Exhibit
A





SCHEDULE
OF LENDERS




Lender
              Individual Lender’s
      Advance (U.S.$)1243690
      Ontario Inc.
              $90,0001317179
      Ontario Inc.
              $25,0002144304
      Ontario Inc.
              $35,0006319335
      Canada Inc.
              $30,000Nikolai
      Antropov
              $50,000Simon
      Benstead
              $150,000Botch
      Inc.
              $100,000Jennifer
      Colton
              $10,000Michael
      Colton
              $10,000Prakesh
      Dhadphale
              $25,000Julia
      Della Maestra
              $200,000Discovery
      Place Child Care Centre Ltd.
              $50,000DME
      Holdings Inc.
              $50,000Excite
      Holdings Corporation
              $25,000Robert
      I. Gans, M.D., Trustee
              $15,000Stephanie
      Gowing
              $75,000Gail
      M. Horwitz
              $15,000JimJan
      Consultants Inc.
              $150,000Kaleo
      Financial Inc.
              $75,000Deborah
      A. Karp, as Trustee under the Deborah A. Karp Revocable Trust Agreement
      dated May 6, 2004
              $20,000Peter
      McCague
              $25,000MSW
      Investments Limited
              $100,000Chris
      Nianiaris
              $125,000Terry
      O’Neal
              $50,000Sharon
      Padzensky
              $50,000Mary
      Pejic
              $65,000Peoples
      International Co. Inc.
              $50,000Etienne
      Puckett and Tracy Puckett
              $50,000Carol
      Ann Rees
              $75,000Vladimir
      Riajskikh
              $25,000Daniel
      Veal and Elizabeth Veal
              $75,000Jimmy
      Veal and Linda Veal
              $50,000Zachry
      Veal and Leigh Veal
              $75,000Peter
      Volpe
              $50,000Glenn
      Warheit and Dayna Warheit, Joint Tenants
              $10,000Glenn
      Warheit, Trustee FBO Glenn A. Warheit Living Trust
              $25,000Lynne
      Warheit and Phil Warheit, Joint Tenants
              $50,000Dr.
      Brock Wright
              $550,000Dr.
      Brock Wright in trust
              $100,000Janet
      E. Wright
              $200,000















Exhibit
B




SCHEDULE OF INTEREST


Lender
              Individual
      Lender’s Advance(U.S.$)
              Interest
      earned for 180 days
              Interest
      earned for 270
days1243690
      Ontario Inc.
              $90,000
              $      5,326.03
              $      7,989.041317179
      Ontario Inc.
              $25,000
              $      1,479.45
              $      2,219.182144304
      Ontario Inc.
              $35,000
              $      2,071.23
              $      3,106.856319335
      Canada Inc.
              $30,000
              $      1,775.34
              $      2,663.01Nikolai
      Antropov
              $50,000
              $      2,958.90
              $      4,438.36Simon
      Benstead
              $150,000
              $      8,876.71
              $    13,315.07Botch
      Inc.
              $100,000
              $      5,917.81
              $      8,876.71Jennifer
      Colton
              $10,000
              $         591.78
              $         887.67Michael
      Colton
              $10,000
              $         591.78
              $         887.67Prakesh
      Dhadphale
              $25,000
              $      1,479.45
              $      2,219.18Julia
      Della Maestra
              $200,000
              $    11,835.62
              $    17,753.42Discovery
      Place Child Care Centre Ltd.
              $50,000
              $      2,958.90
              $      4,438.36DME
      Holdings Inc.
              $50,000
              $      2,958.90
              $      4,438.36Excite
      Holdings Corporation
              $25,000
              $      1,479.45
              $      2,219.18Robert
      I. Gans, M.D., Trustee
              $15,000
              $         887.67
              $      1,331.51Stephanie
      Gowing
              $75,000
              $      4,438.36
              $      6,657.53Gail
      M. Horwitz
              $15,000
              $         887.67
              $      1,331.51JimJan
      Consultants Inc.
              $150,000
              $      8,876.71
              $    13,315.07Kaleo
      Financial Inc.
              $75,000
              $      4,438.36
              $      6,657.53Deborah
      A. Karp, as Trustee under the Deborah A. Karp Revocable Trust Agreement
      dated May 6, 2004
              $20,000
              $      1,183.56
              $      1,775.34Peter
      McCague
              $25,000
              $      1,479.45
              $      2,219.18MSW
      Investments Limited
              $100,000
              $      5,917.81
              $      8,876.71Chris
      Nianiaris
              $125,000
              $      7,397.26
              $    11,095.89Terry
      O’Neal
              $50,000
              $      2,958.90
              $      4,438.36Sharon
      Padzensky
              $50,000
              $      2,958.90
              $      4,438.36Mary
      Pejic
              $65,000
              $      3,846.58
              $      5,769.86Peoples
      International Co. Inc.
              $50,000
              $      2,958.90
              $      4,438.36Etienne
      Puckett and Tracy Puckett
              $50,000
              $      2,958.90
              $      4,438.36Carol
      Ann Rees
              $75,000
              $      4,438.36
              $      6,657.53Vladimir
      Riajskikh
              $25,000
              $      1,479.45
              $      2,219.18Daniel
      Veal and Elizabeth Veal
              $75,000
              $      4,438.36
              $      6,657.53Jimmy
      Veal and Linda Veal
              $50,000
              $      2,958.90
              $      4,438.36Zachry
      Veal and Leigh Veal
              $75,000
              $      4,438.36
              $      6,657.53Peter
      Volpe
              $50,000
              $      2,958.90
              $      4,438.36Glenn
      Warheit and Dayna Warheit, Joint Tenants
              $10,000
              $         591.78
              $         887.67Glenn
      Warheit, Trustee FBO Glenn A. Warheit Living Trust
              $25,000
              $      1,479.45
              $      2,219.18Lynne
      Warheit and Phil Warheit, Joint Tenants
              $50,000
              $      2,958.90
              $      4,438.36Dr.
      Brock Wright
              $550,000
              $    32,547.95
              $    48,821.92Dr.
      Brock Wright in trust
              $100,000
              $      5,917.81
              $      8,876.71Janet
      E. Wright
              $200,000
              $    11,835.62
              $    17,753.42Totals
              $3,000,000
              $  177,534.25
              $  266,301.37







Exhibit
C




WARRANT





NEITHER
THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.




NEITHER
THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE
ARE QUALIFIED FOR DISTRIBUTION IN ANY OF THE PROVINCES OR TERRITORIES OF CANADA
AND MAY NOT BE OFFERED OR SOLD IN ANY PROVINCE OR TERRITORY OF CANADA EXCEPT
PURSUANT TO A VALID PROSPECTUS AND REGISTRATION UNDER APPLICABLE CANADIAN
PROVINCIAL AND TERRITORIAL SECURITIES LAWS AND REGULATIONS (COLLECTIVELY,
“CANADIAN SECURITIES LAWS”) OR UNDER AN EXEMPTION FROM THE PROSPECTUS AND
REGISTRATION REQUIREMENTS THEREUNDER AND IN ACCORDANCE WITH CANADIAN SECURITIES
LAWS.




THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
SUCH SECURITIES.




OCCULOGIX,
INC.




WARRANT




Warrant
      No.  _______
            Dated:  ■,
      2008




OCCULOGIX,
INC., a Delaware corporation (the “Company”), hereby certifies
that, for value received, or its registered assigns (the “Holder”) is entitled to
purchase from the Company up to a total of  shares of common stock,
$0.001 par value per share (the “Common Stock”), of the Company
(each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”) at an
exercise price equal to U.S.$0.10 per share (as adjusted from time to time as
provided in Section 9, the “Exercise Price”), at any time
on or after the 180th day
following the Pre-Payment Date (as defined in the Loan Agreement (defined
below)) (the “Initial Exercise
Date”) and through and including the date that is five years from the
date of issuance hereof (the “Expiration Date”), and subject
to the following terms and conditions.  This Warrant (this “Warrant”) is one of a series
of similar warrants issued pursuant to Section 1.5(a) of that certain Loan
Agreement, dated as of ■, 2008 by and among the Company, the Lenders identified
therein and Marchant Securities Inc. (the “Loan
Agreement”).  All such warrants are referred to herein,
collectively, as the “Warrants.”









1.           
  Definitions.  In
addition to the terms defined elsewhere in this Warrant, capitalized terms that
are not otherwise defined herein have the meanings given to such terms in the
Loan Agreement.




2.            
 Registration of
Warrant.  The Company shall register this Warrant, upon records
to be maintained by the Company for that purpose (the “Warrant Register”), in the
name of the Holder of record hereof from time to time.  The Company
may deem and treat the registered Holder of this Warrant as the absolute owner
hereof for the purpose of any exercise hereof or any distribution to the Holder
and for all other purposes, absent actual notice to the contrary.




3.             
Registration of
Transfers.  The Company shall register the transfer of any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto duly completed and signed, to the
transfer agent for the Common Stock (the “Transfer Agent”) or to the
Company at its address specified herein.  Upon any such registration
of transfer, a new warrant to purchase Common Stock, in substantially the form
of this Warrant (any such new warrant, a “New Warrant”), evidencing the
portion of this Warrant so transferred shall be issued to the transferee and a
New Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder.  The acceptance of
the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a
Warrant.




4.          
  Exercise
and Duration of Warrants.




(a)           This
Warrant shall be exercisable by the registered Holder at any time and from time
to time on or after the Initial Exercise Date to and including the Expiration
Date.  At 6:30 p.m. (Eastern time) on the Expiration Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value; provided that, if the average of the Closing Prices (defined below)
for the five Trading Days (defined below) immediately prior to (but not
including) the Expiration Date exceeds the Exercise Price on the Expiration
Date, then this Warrant shall be deemed to have been exercised in full (to the
extent not previously exercised) on a “cashless exercise” basis at
6:30 p.m. (Eastern time) on the Expiration Date.  For purposes of
this Warrant, “Closing
Price” means, for any date, the closing price per share of the Common
Stock for such date (or the nearest preceding date) on the primary stock market
or exchange or quotation system on which the Common Stock is then listed or
quoted (the “Primary Trading
Market”).  For purposes of this Warrant, “Trading Day” means (i) any
day on which the Common Stock is listed or quoted and traded on the Primary
Trading Market, or (ii) if trading ceases to occur on the Primary Trading
Market, any business day in the State of New York.




(b)           A
Holder may exercise this Warrant by delivering to the Company (i) an
exercise notice, in the form attached hereto (the “Exercise Notice”),
appropriately completed and duly signed, and (ii) payment of the Exercise
Price for the number of Warrant Shares as to which this Warrant is being
exercised (which may take the form of a “cashless exercise” if so indicated in
the Exercise Notice), and the date such items are delivered to the Company (as
determined in accordance with the notices provision hereof) is an “Exercise Date”.  The
Holder shall not be required to deliver the original Warrant in order to effect
an exercise hereunder.  Execution and delivery of the Exercise Notice
shall have the same effect as cancellation of the original Warrant and issuance
of a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares.












5.          
   Delivery of Warrant
Shares.




(a)           Upon
exercise of this Warrant, the Company shall promptly (but in no event later than
five Trading Days after the Exercise Date) issue or cause to be issued and cause
to be delivered to or upon the written order of the Holder, and in such name or
names as the Holder may designate, a certificate for the Warrant Shares issuable
upon such exercise, free of restrictive legends unless the Warrant Shares are
not freely transferable without volume restrictions pursuant to Rule 144
under the Securities Act.  The Holder, or any person or entity so
designated by the Holder to receive Warrant Shares, shall be deemed to have
become the holder of record of such Warrant Shares as of the Exercise
Date.  The Company shall, upon request of the Holder, use its best
efforts to deliver Warrant Shares hereunder electronically through The
Depository Trust Company or another established clearing corporation performing
similar functions.




(b)           This
Warrant is exercisable, either in its entirety or, from time to time, for a
portion of the number of Warrant Shares.  Upon surrender of this
Warrant following one or more partial exercises, the Company shall issue or
cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares.




(c)           In
addition to any other rights available to a Holder, if the Company fails to
deliver to the Holder a certificate representing Warrant Shares by the third
Trading Day after the date on which delivery of such certificate is required by
this Warrant, and if after such third Trading Day the Holder purchases (in an
open market transaction or otherwise) shares of the Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares that the Holder
anticipated receiving from the Company (a “Buy-In”), then the Company
shall, within three Trading Days after the Holder’s request and in the Holder’s
discretion, either (i) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of the Common Stock so purchased (the “Buy-In Price”), at which point
the Company’s obligation to deliver such certificate (and to issue such shares
of the Common Stock) shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate representing such shares of the Common
Stock and pay cash to the Holder in an amount equal to the excess (if any) of
the Buy-In Price over the product of (A) the number of such shares of the Common
Stock, times (B) the Closing Price on the date of the event giving rise to the
Company’s obligation to deliver such certificate.




(d)           The
Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any person or
entity or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the
Holder or any other person or entity of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other person or
entity, and irrespective of any other circumstance which might otherwise limit
such obligation of the Company to the Holder in connection with the issuance of
Warrant Shares.  Nothing herein shall limit a Holder’s right to pursue
any other remedies available to it hereunder, at law or in equity, including,
without limitation, a decree of specific performance and/or injunctive relief
with respect to the Company’s failure to timely deliver certificates
representing shares of the Common Stock upon exercise of this Warrant as
required pursuant to the terms hereof.









6.      
       Charges, Taxes and
Expenses.  Issuance and delivery of certificates for shares of
the Common Stock upon exercise of this Warrant shall be made without charge to
the Holder for any issue or transfer tax, withholding tax, transfer agent fee or
other incidental tax or expense in respect of the issuance of such certificates,
all of which taxes and expenses shall be paid by the Company; provided, however,
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any certificates for
Warrant Shares or Warrants in a name other than that of the
Holder.  The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.




7.     
       Replacement of
Warrant.  If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and a customary
and reasonable bond or indemnity, if requested.  Applicants for a New
Warrant under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable third party costs as
the Company may prescribe.




8.         
   Reservation of Warrant
Shares.  The Company covenants that it will, at all times,
reserve and keep available out of the aggregate of its authorized but unissued
and otherwise unreserved Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from pre-emptive rights or any other
contingent purchase rights of persons other than the Holder (after giving effect
to the adjustments and restrictions of Section 9, if any).  The
Company covenants that all Warrant Shares so issuable and deliverable shall,
upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid and
non-assessable.  The Company will take all such action as may be
necessary to assure that such shares of the Common Stock may be issued as
provided herein without violation of any applicable law or regulation or of any
requirements of any securities exchange or automated quotation system upon which
the Common Stock may be listed.




9.         
   Certain
Adjustments.  The Exercise Price and the number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 9.




(a)           Stock Dividends and
Splits.  If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on the Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of
the Common Stock, (ii) subdivides outstanding shares of the Common Stock
into a larger number of shares or (iii) combines outstanding shares of the
Common Stock into a smaller number of shares, then in each such case, the
Exercise Price shall be multiplied by a fraction, of which the numerator shall
be the number of shares of the Common Stock outstanding immediately before such
event and of which the denominator shall be the number of shares of the Common
Stock outstanding immediately after such event.  Any adjustment made
pursuant to clause (i) of this paragraph shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution, and any adjustment pursuant to clause (ii)
or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.









(b)           Pro
RataDistributions.  If the Company, at any time while this Warrant
is outstanding, distributes to holders of the Common Stock (i) evidences of
its indebtedness, (ii) any security (other than a distribution of the
Common Stock covered by the preceding paragraph), (iii) rights or warrants
to subscribe for or purchase any security or (iv) any other asset other
than cash dividends out of earnings (in each case, “Distributed Property”), then
in each such case, the Holder shall be entitled, upon exercise of this Warrant
for the purchase of any or all of the Warrant Shares issuable upon the exercise
of this Warrant, to receive the amount of Distributed Property which would have
been payable to the Holder, had the Holder been the holder of such Warrant
Shares on the record date for the determination of stockholders entitled to such
Distributed Property.  The Company will, at all times, set aside in
escrow and keep available for distribution to the Holder, upon exercise of this
Warrant, a portion of the Distributed Property to satisfy the distribution to
which the Holder is entitled pursuant to the preceding sentence.




(c)           Fundamental
Transactions.  If any capital reorganization, reclassification
of the capital stock of the Company, consolidation or merger of the Company with
another corporation in which the Company is not the survivor, or sale, transfer
or other disposition of all or substantially all of the Company’s assets to
another corporation shall be effected (all such transactions being hereinafter
referred to as a “Fundamental
Transaction”), then the Company shall use its best efforts to ensure that
lawful and adequate provision shall be made whereby the Holder shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and
conditions herein specified and in lieu of the Warrant Shares immediately
theretofore issuable upon exercise of this Warrant, such shares of stock,
securities or assets as would have been issuable or payable with respect to or
in exchange for a number of Warrant Shares equal to the number of Warrant Shares
immediately theretofore issuable upon exercise of this Warrant, had such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition not taken place, and, in any such case, appropriate provision shall
be made with respect to the rights and interests of the Holder to the end that
the provisions hereof (including, without limitation, provision for adjustment
of the Exercise Price) shall thereafter be applicable, as nearly equivalent as
may be practicable in relation to any share of stock, securities or assets
thereafter deliverable upon the exercise thereof.  The Company shall
not effect any such consolidation, merger, sale, transfer or other disposition
unless, prior to or simultaneously with the consummation thereof, the successor
corporation (if other than the Company) resulting from such consolidation or
merger, or the corporation purchasing or otherwise acquiring such assets or
other appropriate corporation or entity shall assume the obligation to deliver
to the Holder, at the last address of the Holder appearing on the books of the
Company, such shares of stock, securities or assets as, in accordance with the
foregoing provisions, the Holder may be entitled to purchase and the other
obligations under this Warrant.  The provisions of this
Section 9(c) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other
dispositions, each of which transactions shall also constitute a Fundamental
Transaction.









(d)           Number of Warrant
Shares.  Simultaneously with any adjustment to the Exercise
Price pursuant to paragraph (a) of this Section 9, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or
decreased (as the case may be) proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the decreased or increased
(as the case may be) number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.




(e)           Calculations.  All
calculations under this Section 9 shall be made to the nearest cent or the
nearest 1/100th of a share, as applicable.  The number of shares of
the Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of the Common Stock.




(f)           Notice of
Adjustments.  Upon the occurrence of each adjustment pursuant
to this Section 9, the Company at its expense will promptly compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based.  Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and
to the Transfer Agent.




(g)           Notice of Corporate
Events.  If the Company (i) declares a dividend or any
other distribution of cash, securities or other property in respect of the
Common Stock, including, without limitation, any granting of rights or warrants
to subscribe for or purchase any capital stock of the Company,
(ii) authorizes or approves, enters into any agreement contemplating, or
solicits stockholder approval for, any Fundamental Transaction or
(iii) authorizes the voluntary dissolution, liquidation or winding up of
the affairs of the Company, then the Company shall deliver to the Holder a
notice describing the material terms and conditions of such transaction, at
least ten calendar days prior to the applicable record or effective date on
which a Person would need to hold Common Stock in order to participate in or
vote with respect to such transaction, and the Company will take all steps
reasonably necessary in order to insure that the Holder is given the practical
opportunity to exercise this Warrant prior to such time so as to participate in
or vote with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the
corporate action required to be described in such notice.




10.           Payment of Exercise
Price.  The Holder shall pay the Exercise Price in immediately
available funds; provided, however, that the Holder may satisfy its obligation
to pay the Exercise Price through a “cashless exercise”, in which event the
Company shall issue to the Holder the number of Warrant Shares determined as
follows:









X = Y
[(A-B)/A]


where:


X = the
number of Warrant Shares to be issued to the Holder.





Y = the
number of Warrant Shares with respect to which this Warrant is being
exercised.





A = the
average of the Closing Prices for the five Trading Days immediately prior to
(but not including) the Exercise Date.





B = the
Exercise Price.





For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued pursuant to the Loan
Agreement.




11.           Fractional
Shares.  The Company shall not be required to issue, or cause
to be issued, fractional Warrant Shares on the exercise of this
Warrant.  If any fraction of a Warrant Share would, except for the
provisions of this Section 11, be issuable upon exercise of this Warrant, the
number of Warrant Shares to be issued will be rounded down to the nearest whole
share.




12.           Notices.  Any
and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be deemed
given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in the Loan Agreement prior to 6:30 p.m. (Eastern time) on a
Trading Day, (ii) the next Trading Day after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in the Loan Agreement on a day that is not a Trading Day or later than
6:30 p.m. (Eastern time) on any Trading Day, (iii) the Trading Day
following the date of delivery to the courier service, if sent by a nationally
recognized overnight courier service or (iv) upon actual receipt by the
party to whom such notice is required to be given.  The address for
such notices or communications shall be as set forth in the Loan
Agreement.




13.           Warrant
Agent.  The Company shall serve as warrant agent under this
Warrant. Upon 30 days’ notice to the Holder, the Company may appoint a new
warrant agent.  Any corporation into which the Company or any new
warrant agent may be merged, or any corporation resulting from any consolidation
to which the Company or any new warrant agent shall be a party, or any
corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or stockholder services business, shall
be a successor warrant agent under this Warrant without any further
act.  Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant
Register.









14.
            Miscellaneous.




(a)           Subject
to the restrictions on transfer set forth on the first page hereof, this Warrant
may be assigned by the Holder.  This Warrant may not be assigned by
the Company except to a successor in the event of a Fundamental
Transaction.  This Warrant shall be binding on and inure to the
benefit of the parties hereto and their respective successors and assigns.
Subject to the preceding sentence, nothing in this Warrant shall be construed to
give to any person or entity other than the Company and the Holder any legal or
equitable right, remedy or cause of action under this Warrant.  This
Warrant may be amended only in writing signed by the Company and the Holder and
their successors and assigns.




(b)           The
Company will not, by amendment of its governing documents or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will, at all
times and in good faith, assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder against impairment.  Without limiting the
generality of the foregoing, the Company (i) will not increase the par
value of any Warrant Shares above the amount payable therefor on such exercise,
(ii) will take all such action as may be reasonably necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable Warrant Shares on the exercise of this Warrant and
(iii) will not close its stockholder books or records in any manner which
interferes with the timely exercise of this Warrant.




(c)           GOVERNING LAW; VENUE; WAIVER
OF JURY TRIAL.  ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT AND THAT
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.  EACH PARTY HEREBY
IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING
SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA
REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY)
TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT
AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF
PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY
JURY.









(d)           The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.




(e)           In
case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not, in any way, be affected or
impaired thereby, and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


[SIGNATURE
PAGE FOLLOWS]










IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.




OCCULOGIX,
      INC.By:Name:
            William
      G. DumencuTitle:
            Chief
      Financial Officer and Treasurer











FORM OF
EXERCISE NOTICE




(To be
executed by the Holder to exercise the right to purchase shares of the Common
Stock under the foregoing Warrant)




To:  OCCULOGIX,
INC.




The
undersigned is the Holder of Warrant No. _______ (the “Warrant”) issued by OCCULOGIX,
INC., a Delaware corporation (the “Company”).  Capitalized
terms used herein and not otherwise defined have the respective meanings set
forth in the Warrant.




1.
            The
      Warrant is currently exercisable to purchase a total of ______________
      Warrant Shares.




2.
            The
      undersigned Holder hereby exercises its right to purchase
      _________________ Warrant Shares pursuant to the
  Warrant.




3.
            The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):




____
            “Cash
      Exercise” under Section 10




____
            “Cashless
      Exercise” under Section 10




4.
            If
      the Holder has elected a Cash Exercise, the Holder shall pay the sum of
      $____________ to the Company in accordance with the terms of the
      Warrant.




5.
            Pursuant
      to this exercise, the Company shall deliver to the Holder _______________
      Warrant Shares in accordance with the terms of the
  Warrant.




6.
            Following
      this exercise, the Warrant shall be exercisable to purchase a total of
      ______________ Warrant Shares.




7.
            The
      Holder hereby represents and warrants to the Company that the Holder is
      (i) an “accredited investor” as defined in Rule 501(a) promulgated under
      Regulation D of the Securities Act of 1933, as amended, if the Holder is a
      resident of the U.S. and (ii) an “accredited investor” as defined in
      National Instrument 45-106—Prospectus and Registration Exemptions, if the
      Holder is a resident of Canada.






Dated:  ____________________,
      ______
            Name
      of Holder:(Print)By:Name:Title:(Signature
      must conform in all respects to name of the Holder as specified on the
      face of the Warrant)







FORM OF
ASSIGNMENT




[To be
completed and signed only upon transfer of Warrant]




FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the within Warrant to
purchase ____________ shares of Common Stock of OCCULOGIX, INC. to which the
within Warrant relates and appoints ________________ attorney to transfer said
right on the books of OCCULOGIX, INC. with full power of substitution in the
premises.






Dated:  ____________________,
      ______(Signature
      must conform in all respects to name of the Holder as specified on the
      face of the Warrant)Address
      of TransfereeIn
      the presence of:




Exhibit
D







SHARE
PLEDGE AGREEMENT





THIS SHARE PLEDGE AGREEMENT
(this “Share Pledge
Agreement”), dated as of ■, 2008, is made by OccuLogix,
Inc. (the “Pledgor”), a Delaware
corporation with executive offices located at 2600 Skymark Avenue, Building 9,
Suite 201, Mississauga, Ontario, L4W 5B2, Canada, in favor of Marchant
Securities Inc. (the “Pledgee”), in its capacity as
the Collateral Agent under that certain Loan Agreement, dated as of the date
hereof, by and among the Pledgor, the Lenders identified therein and the Pledgee
(the “Loan Agreement”),
an Ontario corporation with offices located at 100 York Boulevard, Suite 404,
Richmond Hill, Ontario, L4B 1J8, Canada.





BACKGROUND





A.           Pursuant
to the Loan Agreement, the Lenders identified therein have agreed to make
available to the Pledgor a loan in an aggregate principal amount of
U.S.$3,000,000.





B.           The
Pledgor agreed to secure its obligations under the Loan Agreement by a pledge of
1,754,589 shares of the Series A Preferred Stock of OcuSense, Inc. (the “Pledged Shares”), representing
50.1% of the issued and outstanding shares of the capital stock of OcuSense,
Inc., of which the Pledgor is the legal and beneficial owner, pursuant to this
Share Pledge Agreement.





C.           Pursuant
to the Loan Agreement, each of the Lenders irrevocably designated and appointed
the Pledgee as the collateral agent of such Lender under this Share Pledge
Agreement, for the rateable benefit of the Lenders.





NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Share
Pledge Agreement and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Pledgor and the Pledgee hereby
agree as follows:





1.            
Definitions.  In
addition to the terms defined elsewhere in this Share Pledge Agreement,
capitalized terms that are not otherwise defined herein have the meanings given
to such terms in the Loan Agreement.




2.            
Collateral.  The
Pledged Shares, together with all proceeds thereof, including any securities or
monies received on account thereof and at the time held by the Pledgee
hereunder, are referred to herein as the “Collateral”.




3.           
 Secured
Obligations.  This Share Pledge Agreement is made by the
Pledgor for the benefit of the Pledgee in order to secure all indebtedness,
obligations and liabilities, present or future, absolute or contingent, matured
or not, at any time owing by the Pledgor to any of the Lenders, or remaining
unpaid to any of the Lenders, under or in connection with the Loan Agreement,
including:









(a)           the
full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise, including upon the occurrence of an Event of Default)
of all obligations and liabilities of the Pledgor, now existing or hereafter
incurred under, or arising out of or in connection with, the Loan Agreement;
and




(b)           in
the event of any proceeding for the collection of the Secured Obligations
(defined below) or the enforcement of this Share Pledge Agreement after the
failure to repay the Loan in full when due (whether at the stated maturity, by
acceleration or otherwise, including upon the occurrence of an Event of
Default), the reasonable expenses of retaking, holding, preparing for sale or
lease, selling or otherwise disposing of or realizing on the Collateral, or of
any exercise by the Pledgee of its rights hereunder, together with reasonable
legal fees and disbursements actually incurred;




all such
indebtedness, obligations and liabilities being referred to herein as the “Secured
Obligations”.




4.          
  Pledge.  In
order to secure the full and prompt payment when due of the Secured Obligations
and for the purposes set forth in Section 3, the Pledgor hereby:  (i)
grants to the Pledgee a continuing first priority security interest in the
Collateral; (ii) pledges the Pledged Shares to, and deposits them with, the
Pledgee and agrees to deliver to the Pledgee all certificates representing the
Pledged Shares, accompanied by undated stock transfer powers duly executed in
blank on behalf of the Pledgor, or such other instruments of transfer as are
reasonably acceptable to the Pledgee, which certificates, stock transfer powers
and other instruments of transfer, if any, at the Pledgee’s option, may be
registered in the name of the Pledgee or its nominee on and after the occurrence
of an Event of Default that is continuing; and (iii) assigns, transfers,
hypothecates, mortgages, charges and sets over to the Pledgee all of the
Pledgor’s right, title and interest in and to the Pledged Shares; provided, however,
that the Pledgor shall be permitted to sell, or otherwise dispose of, the
Collateral if the proceeds of such sale or disposition shall be sufficient to
pay the Secured Obligations in full and shall be so used.  The Pledgee
hereby agrees, in connection with such sale or disposition, to make, do and
execute and deliver, or cause to be made, done and executed and delivered, such
further acts, deeds, assurances, documents and things as the Pledgor reasonably
requests, including, without limitation, to return to the Pledgor the
certificate representing the Pledged Shares.




5.         
   Attachment.  The
Pledgor hereby acknowledges that the security interest hereby created attaches
upon the execution of this Share Pledge Agreement (or, in the case of any
after-acquired property, upon the date of acquisition by the Pledgor of any
rights therein), that value has been given by the Pledgee and that the Pledgor
has (or, in the case of any after-acquired property, will have) rights in the
Collateral or the power to transfer rights in the Collateral to the
Pledgee.




6.          
  Representations and
Warranties.  The Pledgor hereby represents and warrants to the
Pledgee as follows:









(a)           The
Pledgor has the requisite corporate authority and the legal right to pledge the
Pledged Shares pursuant to this Share Pledge Agreement.




(b)           The
Pledgor is the legal and beneficial owner of, and has good and valid title to,
the Pledged Shares, free from any liens, charges, security interests,
encumbrances or any rights of others that rank prior to, or pari passuwith, the security
interested created hereby, other than such liens, charges, security interests,
encumbrances or rights as may be permitted under the Loan
Agreement.




(c)           The
Pledged Shares have been duly and validly issued, are fully paid and
non-assessable and are not subject to any liens or any pre-emptive or similar
rights.




7.           Voting,etc.in Absence of
Event of Default.  Unless and until an Event of Default shall
have occurred and be continuing, the Pledgor shall be entitled to exercise any
and all voting rights attaching to the Pledged Shares and to give consents,
waivers and ratifications in respect thereof.  The Pledgor’s
entitlement to exercise such voting rights and to give such consents, waivers
and ratifications shall cease for so long as an Event of Default shall have
occurred and be continuing, in which case Section 9 shall become
applicable.




8.           Dividends and Other
Distributions.  Until the Secured Obligations are paid in full,
all non-cash dividends and other non-cash amounts paid or payable in respect of
the Pledged Shares (including, without limitation, the below-listed items) shall
form part of the Collateral and shall be held by the Pledgee as part of the
Collateral:




(a)           all
other or additional stock, or other securities or property (other than cash),
paid or distributed by way of dividend or otherwise in respect of the Pledged
Shares;




(b)           all
other or additional stock, or other securities or property (other than cash),
paid or distributed in respect of the Pledged Shares by reason of a stock split,
spin-off, split-up, reclassification, combination of shares or other similar
transaction; and




(c)           all
other or additional stock, or other securities or property (other than cash),
paid or distributed in respect of the Pledged Shares by reason of a
consolidation, merger, exchange of stock, conveyance of assets, liquidation or
other similar transaction.




Unless
and until an Event of Default shall have occurred and be continuing, all cash
dividends and other cash amounts paid or payable in respect of the Pledged
Shares shall not form part of the Collateral and shall not be held by the
Pledgee as part of the Collateral but, rather, shall be paid directly to the
Pledgor.




9.           Remedies.   Upon
the occurrence of an Event of Default that is continuing, the Pledgee shall be
entitled to exercise all of its rights, powers and remedies (whether vested in
the Pledgee by this Share Pledge Agreement or the Loan Agreement or by law) for
the protection and enforcement of its rights with respect to the Collateral,
and, without derogating from the generality of the foregoing, the Pledgee shall
be entitled to take any or all of the following actions, all of which the
Pledgor hereby agrees to be commercially reasonable:









(a)           to
receive all amounts payable in respect of the Collateral;




(b)           to
transfer all or any part of the Collateral into the Pledgee’s name or the name
or names of its nominee or nominees;




(c)           to
vote all or any part of the Collateral and to give consents, waivers or
ratifications in respect thereof, and otherwise to act as though it were the
outright owner thereof, with the Pledgor hereby irrevocably constituting and
appointing the Pledgee the proxy and attorney-in-fact of the Pledgor, with full
power of substitution to do so; and




(d)           to
sell, assign and deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale, without
demand of performance, for cash, on credit or for other property, for immediate
or future delivery without any assumption of credit risk, and for such price and
on such other terms as the Pledgee may determine in its reasonable discretion,
provided that
at least ten days’ prior written notice of such sale shall be given to the
Pledgor, with each purchaser at any such sale holding the Collateral so sold
absolutely free from any claim or right on the part of the Pledgor, and the
Pledgor hereby waiving and releasing, to the fullest extent permitted by law,
any right or equity of redemption with respect to the Collateral, whether before
or after sale hereunder, and any right of marshalling the Collateral and any
other security for the Secured Obligations or otherwise.




10.           Remedies
Cumulative.  Each right, power and remedy of the Pledgee
provided for in this Share Pledge Agreement or the Loan Agreement or now or
hereafter existing at law or in equity shall be cumulative and concurrent and
shall be in addition to, and not in lieu of, every other such right, power or
remedy.  The exercise, or the commencement of the exercise, by the
Pledgee of any right, power or remedy provided for in this Share Pledge
Agreement or the Loan Agreement or now or hereafter existing at law or in equity
shall not preclude the simultaneous or subsequent exercise by the Pledgee of any
or all such other rights, powers and remedies, and no failure or delay on the
part of the Pledgee to exercise any such right, power or remedy shall operate as
a waiver thereof.  Unless otherwise required by this Share Pledge
Agreement or the Loan Agreement, no notice to, or demand on, the Pledgor in any
case shall entitle it to any other or further notice or demand in similar or
other circumstances or shall constitute a waiver of any right of the Pledgee to
take any other or further action in any circumstances without notice or
demand.




11.           Further
Assurances.  The Pledgor hereby agrees that it will join with
the Pledgee in executing and, at the Pledgor’s expense, filing and re-filing
under the Uniform Commercial Code and similar legislation in Canada such
financing statements, continuation statements and other documents and in such
public offices as the Pledgee, acting reasonably, may deem necessary or
advisable to perfect and preserve the Pledgee’s security interest in the
Collateral, and the Pledgor hereby authorizes the Pledgee to file financing
statements and amendments thereto relating to any or all of the Collateral
without the Pledgor’s signature, where permitted by law, and agrees to make, do
and execute and deliver, or cause to be made, done and executed and delivered,
such further acts, deeds, assurances, documents and things as the Pledgee,
acting reasonably, may require or deem advisable to carry out the purposes and
intent of this Share Pledge Agreement and the Loan Agreement.









12.           Rights and Duties of the
Pledgee.




(a)           The
Pledgee may perform any of its duties under this Share Pledge Agreement by or
through agents or attorneys-in-fact and shall be entitled to rely upon the
advice of counsel concerning all matters pertaining to such
duties.  The Pledgee shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact, provided that they
were selected by the Pledgee with reasonable care.




(b)           In
holding the Collateral, the Pledgee and any nominee on its behalf shall be bound
to exercise only the same degree of care as it would exercise with respect to
similar property of its own, of similar value held in the same
place.  The Pledgee and any nominee on its behalf will be deemed to
have exercised reasonable care with respect to the custody and preservation of
the Collateral if it takes such action for that purpose as the Pledgor
reasonably requests in writing.  However, failure of the Pledgee or
its nominee to comply with any such request will not, in and of itself, be
deemed a failure to exercise reasonable care.




13.           Discharge of
Security.  In the event of a permitted sale or other
disposition by the Pledgor of any of the Collateral, the security interest
therein shall terminate automatically and be deemed discharged and
released.  The Pledgee, at the Pledgor’s expense, shall execute and
deliver such discharges and other instruments necessary or advisable for the
purposes of releasing and discharging such security interest, of recording the
provision or effect thereof in any public office where it may be registered or
recorded and of more fully and effectively carrying out the intent of this
Section 13.




14.           Termination and
Release.  Upon the payment in full of the Secured Obligations,
this Share Pledge Agreement shall terminate and, other than as explicitly
provided herein, be of no further force or effect and the security interest in
the Collateral shall be deemed discharged and released.  The Pledgee,
at the Pledgor’s expense, shall execute and deliver such discharges and other
instruments necessary or advisable for the purposes of releasing and discharging
such security interest, of recording the provision or effect thereof in any
public office where it may be registered or recorded and of more fully and
effectively carrying out the intent of this Section 14.  The
obligations under this Section 14 shall survive the termination of this Share
Pledge Agreement.




15.           Amendments;
Waivers.  No provision of this Share Pledge Agreement may be
amended or waived except in a written instrument signed, (i) in the case of an
amendment, by the Pledgor, Required Lenders and the Pledgee or (ii) in the case
of a waiver, by the party against whom enforcement of any such waiver is sought,
provided that,
in the case of waiver by the Pledgee, on behalf of all of the Lenders, such
written instrument shall be signed by Required Lenders.  No waiver of
any default with respect to any provision, condition or requirement of this
Share Pledge Agreement shall be deemed to be a continuing waiver in the future
or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such
right.  The Pledgee may enter into technical, minor or administrative
amendments to this Share Pledge Agreement without the consent of the
Lenders.









16.           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective in accordance with the notices provision of the Loan
Agreement.




17.           Conflict.  To
the extent of any conflict or inconsistency between the provisions of the Loan
Agreement, on the one hand, and the provisions of this Share Pledge Agreement,
on the other hand, the former shall prevail.




18.           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.




19.           Successors and
Assigns.  This Share Pledge Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns.




20.           Governing Law;
Venue.  ALL QUESTIONS CONCERING THE CONSTRUCTION, VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS SHARE PLEDGE AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND
THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.  THE PARTIES HERETO
HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE
PROVINCE OF ONTARIO FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY ANY OF THE
PARTIES HERETO, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO
ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY OF THE OTHER PARTIES
HERETO, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY
SUCH COURT OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.




21.           Execution.  This
Share Pledge Agreement may be executed and delivered in one or more counterparts
(including by facsimile or e-mail transmission), all of which when taken
together shall be considered one and the same agreement.  In the event
that any signature is delivered by facsimile transmission or e-mail attachment,
such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or e-mail-attached signature page were an
original thereof.









22.           Severability.  If
any provision of this Share Pledge Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Share Pledge Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Share Pledge
Agreement.




23.           Executed
Copy.  The Pledgor acknowledges receipt of a fully executed
copy of this Share Pledge Agreement.










IN WITNESS WHEREOF, the
Pledgor and the Pledgee have caused this Share Pledge Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.




OCCULOGIX,
      INC.By:Name:Title:MARCHANT SECURITIES INC.,as the Collateral AgentBy:Name:Title:











Exhibit
E





U.S.
ACCREDITED INVESTOR CERTIFICATE





TO:
            OccuLogix,
      Inc. (the “Company”)RE:
            Loan
      Agreement, dated as of  __________________________ , 2008,
      by and among the Company, the Lenders identified therein and Marchant
      Securities Inc. (the “Loan
      Agreement”)





This
Accredited Investor Certificate is being delivered to the Company pursuant to
Section 4.2(b) of the Loan Agreement.  Capitalized terms used in this
Accredited Investor Certificate, but not defined herein, have the respective
meanings attributed to such terms in the Loan Agreement.




(A)                         
The undersigned hereby certifies that, as of the Closing, the
undersigned:





1.             is
experienced in evaluating and investing in securities;




2.             is
able to fend for the undersigned;




3.             can
bear the economic risk of the undersigned’s investment in the Loan and
investment, if any, in the Securities pursuant to the Loan Agreement
(collectively, the “Investment”);




4.             has
such knowledge and experience in financial or business matters that the
undersigned is capable of evaluating the merits and risks of the
Investment;




5.             understands
and acknowledges that the opportunity for the Investment is available only to
“accredited investors” (“Accredited Investors”) who
satisfy one or more of the criteria set forth in Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities
Act”);




6.             understands
and acknowledges that the Securities may not be registered under the Securities
Act or the securities laws of any state of the United States and may not be
offered or sold within the United States, constitute “restricted securities” (as
defined in Rule 144 promulgated under the Securities Act) and may not be resold
unless they are registered under the Securities Act or an applicable exemption
from such registration requirement is available;




7.             is
an Accredited Investor and falls within one or more of the categories set forth
below, as indicated by an “X” or “ü” mark placed in the
space(s) designated therefor:




{MARK ONE
OR MORE OF THE FOLLOWING CATEGORIES, AS APPLICABLE}




□
            a
      bank as defined in Section 3(a)(2) of the Securities Act, or any savings
      and loan association or other institution as defined in Section 3(a)(5)(A)
      of the Securities Act, whether acting in an individual or fiduciary
      capacity; a broker or dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934, as amended; an insurance company as
      defined in Section 2(a)(13) of the Securities Act; an investment company
      registered under the Investment Company Act of 1940 (the “Investment Company
      Act”) or a business development company as defined in Section
      2(a)(48) of the Investment Company Act; a Small Business Investment
      Company licensed by the U.S. Small Business Administration under Section
      301(c) or (d) of the Small Business Investment Act of 1958; a plan
      established and maintained by a state, its political subdivisions or any
      agency or instrumentality of a state or its political subdivisions, for
      the benefit of its employees, if such plan has total assets in excess of
      U.S.$5,000,000; an employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974 (“ERISA”) if the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of ERISA, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the employee
      benefit plan has total assets in excess of U.S.$5,000,000 or, if a
      self-directed plan, with investment decisions made solely by persons that
      are Accredited Investors




□
            a
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of 1940




□
            an
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      corporation, Massachusetts or similar business trust, or partnership, not
      formed for the specific purpose of acquiring the Shares, with total assets
      in excess of U.S.$5,000,000




□
            a
      director or an executive officer of the
Company




□
            a
      natural person whose individual net worth, or joint net worth with that
      person’s spouse, at the Closing, exceeds
  U.S.$1,000,000




□
            a
      natural person who had an individual income in excess of U.S.$200,000 in
      each of the two most recent years or joint income with that person’s
      spouse in excess of U.S.$300,000 in each of those years and who has a
      reasonable expectation of reaching the same income level in the current
      year




□
            a
      trust, with total assets in excess of U.S.$5,000,000, not formed for the
      specific purpose of acquiring the Shares, whose purchase is directed by a
      sophisticated person as described in Rule 506(b)(2)(ii) promulgated under
      the Securities Act




□
            an
      entity in which all of the equity owners are Accredited
      Investors;




8.                
 understands and acknowledges that the Securities will not be qualified by
prospectus for distribution in any of the provinces or territories of
Canada.




(B)                      The
undersigned hereby agrees to re-certify, in writing, the undersigned’s status as
an Accredited Investor on the Pre-payment Date, if any, and that such
re-certification shall be a condition to any issuance to the undersigned of any
of the Securities.









IN
WITNESS WHEREOF, the undersigned has duly executed this Accredited Investor
Certificate as of the Closing.









Name
      of Lender
              (please
      print)SignatureName
      of Person Signing
              (and
      indicate capacity of person signing if signing as custodian, trustee or on
      behalf of an entity)




Exhibit
F





CANADIAN
ACCREDITED INVESTOR CERTIFICATE





TO:
            OccuLogix,
      Inc. (the “Company”)RE:
            Loan
      Agreement, dated as of ____________________, 2008, by and among the
      Company, the Lenders identified therein and Marchant Securities Inc. (the
      “Loan
      Agreement”)





This
Accredited Investor Certificate is being delivered to the Company pursuant to
Section 4.2(b) of the Loan Agreement.  Capitalized terms used in this
Accredited Investor Certificate, but not defined herein, have the respective
meanings attributed to such terms in the Loan Agreement.




(A)                         
The undersigned hereby acknowledges that the Company is relying on this
Accredited Investor Certificate to determine the undersigned’s suitability for
investment in the Loan and investment, if any, in the Securities pursuant to the
Loan Agreement (collectively, the “Investment”) and hereby
represents and warrants and certifies that, as of the Closing, the
undersigned:





1.             is
acting as principal and not as agent in connection with the Investment and, if
acquiring the Securities, would be doing so for investment only and not with a
view to resale or distribution;




2.             is
a resident of the Province of  ___________________________________________
and is an “accredited investor”as defined in NI 45-106 by virtue of being one of the following, as
indicated by an “X” or “ü” mark placed in the
space designated therefor:




{MARK ONE
OF THE FOLLOWING CATEGORIES}




□
            (a)    
      a Canadian financial institution, or a Schedule III
  bank




□
            (b)    
      the Business Development Bank of Canada incorporated under the Business Development Bank of
      Canada Act(Canada)




□
            (c)    
      a subsidiary of any person referred to in paragraphs (a) or (b), if the
      person owns all of the voting securities of the subsidiary, except the
      voting securities required by law to be owned by directors of that
      subsidiary




□
            (d)    
      a person registered under the securities legislation of a jurisdiction of
      Canada as an adviser or dealer, other than a person registered solely as a
      limited market dealer registered under one or both of the Securities Act(Ontario) or the Securities Act(Newfoundland and Labrador)









□
            (e)    
      an individual registered or formerly registered under the securities
      legislation of a jurisdiction of Canada as a representative of a person
      referred to in paragraph (d)




□
            (f)    
      the Government of Canada or a jurisdiction of Canada, or any crown
      corporation, agency or wholly owned entity of the Government of Canada or
      a jurisdiction of Canada




□
            (g)    
      a municipality, public board or commission in Canada and a metropolitan
      community, school board, the Comité de gestion de la taxe scolaire de
      l’île de Montréal or an intermunicipal management board in
      Québec




□
            (h)    
      any national, federal, state, provincial, territorial or municipal
      government of or in any foreign jurisdiction, or any agency of that
      government




□
            (i)    
      a pension fund that is regulated by either the Office of the
      Superintendent of Financial Institutions (Canada) or a pension commission
      or similar regulatory authority of a jurisdiction of
  Canada




□
            (j) 
          an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets1 having an aggregate realizable value
      that before taxes, but net of any related liabilities2, exceeds
  $1,000,000




□
            (k)    
      an individual whose net income before taxes exceeded $200,000 in each of
      the two most recent calendar years or whose net income before taxes
      combined with that of a spouse exceeded $300,000 in each of the two most
      recent calendar years and who, in either case, reasonably expects to
      exceed that net income level in the current calendar
  year




□
            (l)     
      an individual who, either alone or with a spouse, has net assets of at
      least $5,000,000




□
            (m)    
      a person, other than an individual or investment fund, that has net assets
      of at least $5,000,000 as shown on its most recently prepared financial
      statements




□
            (n)    
      an investment fund that distributes or has distributed its securities only
      to (i) a person that is or was an accredited investor at the time of the
      distribution, (ii) a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [Minimum investment
      amount] and 2.19 [Additional investment in
      investment funds] of NI 45-106, or (iii) a person described in
      paragraph (i) or (ii) that acquires or acquired securities under section
      2.18 [Investment fund
      reinvestment] of NI 45-106




1
Financial assets means (a) cash, (b) securities, and (c) a contract of
insurance, a deposit or an evidence of a deposit that is not a security for
securities laws purposes.


2 Related
liabilities means (a) liabilities incurred or assumed for the purposes of
financing the acquisition or ownership of financial assets, and (b) liabilities
that are secured by financial assets.










□
            (o)    
      an investment fund that distributes or has distributed securities under a
      prospectus in a jurisdiction of Canada for which the securities regulator
      has issued a receipt




□
            (p)     
      a trust company or trust corporation registered or authorized to carry on
      business under the Trust
      and Loan Companies Act(Canada) or under comparable legislation in
      a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be




□
            (q)    
      a person acting on behalf of a fully managed account managed by that
      person, if that person is registered or authorized to carry on business as
      an adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign
jurisdiction




□
            (r)     
      a registered charity under the Income Tax Act(Canada)
      that, in regard to the trade, has obtained advice from an eligibility
      adviser or an adviser registered under the securities legislation of the
      jurisdiction of the registered charity to give advice on the securities
      being traded




□
            (s)    
      an entity organized in a foreign jurisdiction that is analogous to any of
      the entities referred to in paragraphs (a) through (d) or paragraph (i) in
      form and function




□
            (t)     
      a person in respect of which all of the owners of interests, direct,
      indirect or beneficial, except the voting securities required by law to be
      owned by directors, are persons that are accredited
    investors




□
            (u)    
      an investment fund that is advised by a person registered as an adviser or
      a person that is exempt from registration as an
  adviser




□
            (v)    
      a person that is recognized or designated by the securities regulator as
      (i) an accredited investor or (ii) an exempt purchaser in Alberta or
      British Columbia  {IF MARKING THIS CATEGORY, PLEASE
      ATTACH A COPY OF SUCH ORDER};
and




3.              
 has received and reviewed a copy of the revised PowerPoint presentation of
the Company dated January 29, 2008.




(B)                      The
undersigned hereby agrees to represent and warrant and certify again, in
writing, the undersigned’s status as an Accredited Investor on the Pre-payment
Date, if any, and that such representation and warranty and certification on the
Pre-payment Date, if any, shall be a condition to any issuance to the
undersigned of any of the Securities.




[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]







IN
WITNESS WHEREOF, the undersigned has duly executed this Accredited Investor
Certificate as of the Closing.









Name
      of Lender
              (please
      print)SignatureName
      of Person Signing
              (and
      indicate capacity of person signing if signing as custodian, trustee or on
      behalf of an entity)