**EXECUTION
      COPY**






**EMPLOYMENT
      AGREEMENT**




**THIS
      AGREEMENT** is made
      as of the 1st day
      of September, 2006 between **OccuLogix,
      Inc.** ,
      a
      corporation incorporated under the laws of the State of Delaware (the
“Corporation”), and Doug P. Adams who resides at 98 Ruddock Road in the Town of
      Sudbury in the Commonwealth of Massachusetts (hereinafter referred as the
”Employee” or “Executive”).




**WHEREAS,** the
      Corporation and the Employee wish to enter into this Agreement to set forth
      the
      rights and obligations of each of them with respect to the Employee’s employment
      with the Corporation;




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




**1.**  **Definitions**


1.1.  In
      this
      Agreement,




1.1.1.  **“Affiliate”** has the
      meaning attributed to such term in Rule 405 of the Securities Act of 1933,
      as
      amended, as such rule exists on the date hereof;




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




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




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




1.1.5.  **“Business
      Day”** means
      any
      day, other than Saturday, Sunday or any holiday on which the employees of the
      Corporation are not required to report for work;




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


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


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


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


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


1.1.6.5.   the
      Corporation enters into any transaction or arrangement which would have the
      same
      or similar effect as the transactions referred to in sections 1.1.6.1, 1.1.6.2,
      1.1.6.3 or 1.1.6.4 above.




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




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




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




1.1.10  **“Good
      Reason”** means:


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


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


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


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


1.1.10.5.  a
      change
      in the location of the Employee’s principal place of employment to a location
      that is outside the greater Boston area and more than 50 miles away from the
      Employee’s current principal location of employment, being 8 Saint Mary’s Street
      in Boston, Massachusetts;




**1.1.11.**
            **“Just
                Cause”**means:


1.1.11.1.  the
      failure of the Employee to properly carry out his duties after notice by the
      Corporation of the failure to do so, setting forth the nature of such failure
      in
      reasonable detail, and after providing an opportunity for the Employee to
      correct the same within a reasonable time from the date of receipt of such
      notice; or


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


1


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




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




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




1.1.15  **“Subsidiary”** has
      the
      meaning attributed to such term in Rule 405 of the Securities Act of 1993,
      as
      amended, as such rule is in effect on the date hereof;




1.1.16.  **“Year
      of Employment”** means
      any
      12-month period commencing on January 1, provided that for the purposes of
      this
      Agreement, the “First Year of Employment” shall be deemed to commence on the
      date hereof and to end on December 31, 2006.




**2.**  **Employment
      of the Employee**




The
      Corporation shall employ the Employee, and the Employee shall serve the
      Corporation, in the position of President and Founder of the SOLX Division
      on
      the conditions and for the remuneration hereinafter set out. In such position,
      the Employee shall perform and fulfill such duties and responsibilities,
      reasonably appropriate for such position, as the Corporation may designate
      from
      time to time. The Employee shall report to the President and Chief Operating
      Officer of the Corporation. On the date hereof, the Employee’s principal
      location of employment is 8 Saint Mary’s Street in Boston, Massachusetts and
      shall remain within a 50-mile radius thereof or within the greater Boston area.




**3.**  **Performance
      of Duties**





During
      the Employment Period, the Employee shall faithfully, honestly and diligently
      serve the Corporation and its Subsidiaries as contemplated above. The Employee
      shall (except in the case of illness or accident) devote all of his working
      time
      and attention to his employment hereunder, except where expressly agreed by
      the
      President and Chief Operating Officer, and shall use his best efforts to promote
      the interests of the Corporation. Notwithstanding the foregoing, nothing herein
      shall be deemed to prevent the Employee from, subject to the prohibitions set
      forth in section 12, (i) investing his personal assets, (ii) serving on the
      board of directors or other governing board of any Person or (iii) engaging
      in
      religious, charitable, trade association or other community or non-profit
      activities.




**4.**  **Employment
      Period**





The
      Employee’s employment under this Agreement shall, subject to section 8 and
      section 10, be for a three-year term. Accordingly, the Corporation shall employ
      the Employee, and the Employee shall serve the Corporation, as an employee
      in
      accordance with this Agreement for the period beginning on the date hereof
      and
      ending on the earlier of (i) the third anniversary of the date hereof and (ii)
      the effective date the employment of the Employee under this Agreement is
      terminated in accordance with section 8.2 or section 10 (the “Employment
      Period”).




**5.**  **Remuneration**





5.1.  **Basic
      Remuneration** **.** The
      Corporation shall pay the Employee a gross salary minus applicable deductions
      and withholdings, in respect of each Year of Employment in the Employment
      Period, of $275,000 (the “Basic Salary”), payable in equal installments
      according to the Corporation's regular payroll practices. The Basic Salary
      shall, in the sole and absolute discretion of the board of directors of the
      Corporation, be subject to an increase on the basis of an ****** annual
      review. The Basic Salary shall be prorated in respect of the First Year of
      Employment such that the Employee shall be entitled to, and the Corporation
      shall be required to pay, in respect of the First Year of Employment, only
      that
      proportion of the Basic Salary that the number of days in the First Year of
      Employment is to 365.




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




5.3.  **Stock
      Options** **.** The
      Employee shall, during the Employment Period, receive such stock options, if
      any, as the board of directors of the Corporation, in its sole and absolute
      discretion may, pursuant to the terms of the Corporation’s stock option plan,
      authorize. The Employee shall, in respect of the First Year of Employment,
      be
      eligible to receive stock options under the Corporation’s stock option plan in
      accordance with the terms and conditions outlined in Schedule 5.3.




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




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




**6.**  **Expenses**





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




**7.**  **Vacation**





The
      Employee shall be entitled, during each full Year of Employment during the
      Employment Period, to vacation with pay of four weeks. Vacation shall be taken
      by the Employee at such time as may be acceptable to the Corporation. Except
      with the prior written consent of the President and Chief Operating Officer,
      (i)
      no more than two weeks of vacation shall be taken consecutively and (ii) the
      vacation entitlement earned in a Year of Employment is subject to any carryover
      provisions as stated in the Corporation’s vacation policy.




2


**8.**  **Termination**




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




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




8.1.2.  by
      the
      Corporation for any reason other than Just Cause, including the occurrence
      of
      Disability;




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




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




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




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




8.2.2.  in
      the
      case of termination under section 8.1.2, on the date of the event giving rise
      to
      the termination;




8.2.3  in
      the
      case of termination under section 8.1.3, on the date one month after notice
      to
      the Corporation; and




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




**9.**
            **Rights
                of Employee on Termination and Lump Sum
                Payment**





Where
      the
      Employee’s employment under this Agreement has been terminated by the
      Corporation under section 8.1.2, the Employee shall be entitled, upon providing
      to the Corporation appropriate releases reasonably acceptable to the
      Corporation, to receive from the Corporation, in addition to accrued but unpaid
      Salary, if any, a lump sum payment equal to twelve (12) months’ of his Basic
      Salary and 2.5 percent of his Basic Salary in respect of his entitlement to
      Benefits, less any amounts owing by the Employee to the Corporation for any
      reason.


Except
      as
      provided above in this section 9 and subject to section 10, where the Employee’s
      employment has been terminated by the Employee or by the Corporation for any
      reason, the Employee shall not be entitled to receive any payment as severance
      pay, in lieu of notice, or as damages. Except as to any entitlement as provided
      above and subject to section 10, the Employee hereby waives any claims that
      the
      Employee may have against the Corporation for or in respect of severance pay,
      or
      in account of loss of office or employment or damages in lieu thereof.




**10.**





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




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




10.2.1.  the
      Employee shall be entitled to receive, and the Corporation shall pay to the
      Employee immediately following termination, a lump sum amount equal to twelve
      (12) months of the Employee’s Basic Salary, less applicable deductions and
      withholdings;




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




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




For
      purposes of this Agreement, the Employee’s employment shall be deemed to have
      been terminated following a Change of Control by the Corporation without Just
      Cause or by the Executive with Good Reason, if: (i) the Employee’s employment is
      terminated by the Corporation without Just Cause prior to a Change of Control
      and such termination was at the request or direction of a Person who has entered
      into an agreement with the Corporation or any shareholder of the Corporation,
      the consummation of which would constitute a Change of Control; (ii) the
      Employee terminates his employment with Good Reason prior to a Change of Control
      and the circumstance or event which constitutes Good Reason occurs at the
      request or direction of a Person who has entered into an agreement with the
      Corporation or any shareholder of the Corporation, the ** consummation
      of which would constitute a ** Change
      of
      Control; or (iii) the Employee’s employment is terminated by the Corporation
      without Just Cause prior to a Change of Control and the Employee reasonably
      demonstrates that such termination is otherwise in connection with, or in
      anticipation of, a Change of Control which actually occurs. For greater
      certainty, this section 10.2 does not apply in the event of the termination
      of
      the employment of the Employee (1) as a result of death, Disability or
      Retirement of the Employee or (2) by the Corporation for Just Cause or (3)
      by
      the Employee without Good Reason.




3


10.3  **Limitation
      on Payments Following a Change in Control**


Notwithstanding
      any other provision of this Agreement, if any payment to or for the benefit
      of
      the Employee under this Agreement either alone or together with other payments
      to or for the benefit of the Employee would constitute a “parachute payment” (as
      defined in Section 280G of the Internal Revenue Code of 1986, as amended (the
      “Code”)), the payments under this Agreement shall be reduced to the largest
      amount that will eliminate both the imposition of the excise tax imposed by
      Section 4999 of the Code and the disallowance of deductions to the Corporation
      under Section 280G of the Code for any such payments. The amount and method
      of
      any reduction in the payments under this Agreement pursuant to this Section
      10.3
      shall be as reasonably determined by the Compensation Committee of the board
      of
      directors of the Corporation.




**11.**  **No
      Obligation to Mitigate**




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




**12** .  **Non-Competition**


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




12.1.  be
      engaged in any undertaking;




12.2.
            have
                any financial or other interest (including an interest by way of
                royalty
                or other compensation arrangements) in, or in respect of, the business
                of
                any Person which carries on a business; or


12.3.
            advise,
                lend money to or guarantee the debts or obligations of, or permit
                the use
                of the Employee’s name or any parts thereof by, any Person which carries
                on a business;


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


Notwithstanding
      the foregoing, nothing herein shall prevent the Employee from owning not more
      than 5% of the issued and outstanding shares of a corporation, which carries
      on
      a business which is the same as, or substantially similar to, or which competes
      with or would compete with, the business of the Corporation or any of its
      Subsidiaries, provided that the Employee is a passive investor therein and
      does
      not, directly or indirectly, in any manner whatsoever (including, without
      limitation, individually, or in partnership, jointly or in conjunction with
      any
      other Person, or as an employee, principal, agent or director of such
      corporation) control, manage or direct, or participate in the control,
      management or direction of, the conduct of the business or activities of such
      corporation. For greater certainty, nothing herein shall be construed as
      prohibiting the Employee from owning greater than 5% of the issued and
      outstanding shares of the Corporation.


**13.**  **No
      Solicitation of Customers**




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




**14.**  **No
      Solicitation of Employees**




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




**15.**  **Confidentiality**





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


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


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


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




**16.**  **Remedies**




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




**17.**  **Notices**





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




4




a)  if
      to the
      Employee:




Douglas
      Adams


98
      Ruddock Road


Sudbury,
      MA 01776


U.S.A.





b)  if
      to the
      Corporation:




OccuLogix,
      Inc.


2600
      Skymark Ave., Bldg. 9, Suite 201


Mississauga,
      Ontario


L4W
      5B2


Canada




Attention:   Chief
      Executive Officer


Telecopier
      number:  (905)
      602-7623





**18.**  **Headings**




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




**19.**  **Invalidity
      of Provisions**







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




**20.**  **Entire
      Agreement**





This
      Agreement constitutes the entire agreement between the parties pertaining to
      the
      subject matter of this Agreement. This Agreement supersedes and replaces all
      prior agreements, if any, written or oral, with respect to the Employee’s
      employment by the Corporation and any rights which the Employee may have by
      reason of any such prior agreement or by reason of the Employee’s prior
      employment, if any, by the Corporation. There are no warranties, representations
      or agreements between the parties in connection with the subject matter of
      this
      Agreement except as specifically set forth or referred to in this Agreement.
      No
      reliance is placed on any representation, opinion, advice or assertion of fact
      made by the Corporation or its directors, officers and agents to the Employee,
      except to the extent that the same has been reduced to writing and included
      as a
      term of this Agreement. Accordingly, there shall be no liability, either in
      tort
      or in contract, assessed in relation to any such representation, opinion, advice
      or assertion of fact, except to the extent aforesaid.




**21.
      Waiver, Amendment**


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




**22.**  **Currency**





Except
      as
      expressly provided in this Agreement, all amounts in this Agreement are stated
      and shall be paid in U.S. currency.




**23.**  **Governing
      Law**





This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the Commonwealth of Massachusetts, without regard to its conflicts of laws
      rules, which are deemed inapplicable herein. The parties hereto each consent
      to
      the personal jurisdiction of the federal and state courts of the Commonwealth
      of
      Massachusetts.




**24.**  **Counterparts**





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




**25** .  **Acknowledgment**




The
      Employee acknowledges that:


25.1.  the
      Employee has had sufficient time to review and consider this Agreement




thoroughly;




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




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




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




[THE
      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


5


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










/s/
      Doug P. Adams








OccuLogix,
      Inc.




/s/
      Elias Vamvakas_______________













6


**SCHEDULE
      5.2**





**Bonus
      Remuneration**





In
      respect **** of
      each
      Year of Employment during the Employment Period, the Employee shall be entitled
      to receive a maximum of 50 percent of his Basic Salary as bonus remuneration
      based upon performance criteria agreed upon by the President and Chief Operating
      Officer and the Chief Executive Officer and approved by the Compensation
      Committee of the board of directors of the Corporation. In respect of the First
      Year of Employment, the Employee will be entitled to a bonus payment, if any,
      prorated to the proportion that the number of days in the First Year of
      Employment is to 365.





7


**SCHEDULE
      5.3**





**Stock
      Options**





The
      Employee shall be entitled to receive 100,000 options, under the Corporation’s
      2002 Stock Option Plan, entitling him to purchase 100,000 shares of common
      stock
      of the Corporation. Such options shall have the following terms and conditions,
      among others: (1) the exercise price per share shall be the greater of the
      NASDAQ National Market closing price of the Corporation’s common stock on the
      date of grant and the weighted average trading price of the Corporation’s common
      stock on the NASDAQ National Market during the five-day trading period
      immediately preceding the date of grant; (2) such options shall become
      exercisable at the rate of 331⁄3 percent on each anniversary of the date of grant;
      and (3) such options shall be subject to an option agreement, to be entered
      into
      forthwith by the Employee and the Corporation and to be effective as of the
      date
      of grant.








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