SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A





AMENDMENT
NO. 1





S ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2007





£ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





FOR THE
TRANSITION PERIOD FROM ______ TO _____





_________





COMMISSION
FILE NUMBER 000-551030





OccuLogix,
Inc.


(Exact
name of Registrant as specified in its charter)





DELAWARE
            59 343 4771(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





2600
Skymark Avenue, Unit 9, Suite 201


Mississauga,
Ontario L4W 5B2


(Address
of principal executive offices)





(905) 602-0887


(Registrant’s
telephone number, including area code)





SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


COMMON
STOCK, $0.001 PAR VALUE


(Title of
Class)





SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE








Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes £  No
S





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes £  No
S





Indicate
by check mark whether the Registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes S   No
£










Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. £





Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer £
            Accelerated
      filer S





Non-accelerated
      filer £ (Do not
      check if a smaller reporting company)
            Smaller
      reporting company £





Indicate
by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).  Yes £   No
S





The
aggregate market value of the voting common stock held by non-affiliates of the
Registrant (assuming officers, directors and 10% stockholders are affiliates),
based on the last sale price for such stock on June 30, 2007: $36,025,308. The
Registrant has no non-voting common stock.





As of
April 28, 2008, there were 57,306,145 shares of the Registrant’s Common Stock
outstanding.





EXPLANATORY
NOTE





This
Amendment No. 1 to the Annual Report on Form 10-K filed on March 17, 2008 (the
“Original Annual Report”) is being filed in order to provide the information
required to be provided in Part III, which information the Original Annual
Report purported to incorporate by reference to the Registrant’s Proxy Statement
for the 2008 Annual Meeting of Stockholders of the Registrant. No
attempt has been made to update, in this Amendment No. 1, the disclosure
presented in the Original Annual Report.  Accordingly, this Amendment
No. 1 should be read in conjunction with our filings with the U.S. Securities
and Exchange Commission, or the SEC, subsequent to the date of filing of the
Original Annual Report.





Unless
the context indicates or requires otherwise, in this Amendment No. 1, references
to the “Company” shall mean OccuLogix, Inc. and its
subsidiaries.  References to “$” or “dollars” shall mean U.S. dollars
unless otherwise indicted.  References to “C$” shall mean Canadian
dollars.





PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





Directors





Set forth
below is biographical information relating to each of the members of the
Company’s board of directors, or the Board.





Elias Vamvakas co-founded TLC
Vision Corporation, or TLC Vision, the Company’s major stockholder and an eye
care services company, where he was the Chairman from 1994 to June 2006 and was
the Chief Executive Officer from 1994 to July 2004.  He has been the
Chairman of the Board and Secretary of OccuLogix since June 2003 and the Chief
Executive Officer of OccuLogix since July 2004.  Mr. Vamvakas was
named to “Canada’s Top Forty Under Forty” in 1996.  In 1999, he was
named Ernst & Young’s Entrepreneur of the Year for Ontario in the Emerging
Category and Canadian Entrepreneur of the Year for Innovative
Partnering.  In 2000, Mr. Vamvakas was recognized by Profit Magazine
for managing one of Canada’s fastest growing companies.





Thomas N. Davidsonhas been a member of the
Board since September 2004 and has been on the board of directors of TLC Vision
since 2002.  Mr. Davidson has been Chairman of NuTech Precision Metals
Inc. since 1984 and Chairman of Quarry Hill Group, a private investment holding
company, since 1986.  NuTech Precision Metals Inc. is a manufacturer
of high performance metal fabrications for the health care, aerospace, high
technology, nuclear power and chemical industries.  Mr. Davidson is
past Chairman of Hanson Chemical Inc., a supplier of specialty chemical
products, and General Trust and PCL Packaging Inc.  Mr. Davidson is
the non-executive Chairman of Azure Dynamics Corporation, a developer of hybrid
electrical vehicle systems for commercial vehicles.  He also sits on
the board of MDC Partners Inc. and was recognized by the Financial Post as the
Canadian Entrepreneur of the Year in 1979.





Jay T. Holmes has been a
member of the Board since September 2004 and has been self-employed as an
attorney and business consultant since mid-1996.  From 1981 until
mid-1996, Mr. Holmes held several senior management positions at Bausch &
Lomb Incorporated, the most recent being Executive Vice President and Chief
Administrative Officer from 1995 to 1996 and Senior Vice President and Chief
Administrative Officer from 1993 to 1995.  From 1983 to 1993, Mr.
Holmes was Senior Vice President, Corporate Affairs and, from 1981 to 1983, Vice
President and General Counsel at Bausch & Lomb.  Mr. Holmes was a
member of the board of directors of Bausch & Lomb from 1986 until 1996 and
of VISX, Inc. from 1999 to 2005.  Mr. Holmes also serves on the board
of directors of ReVision Optics, Inc. and,
until mid-2007, served on the board of directors of IntraLase
Corporation.


Richard L. Lindstrom, MD, has
been a member of the Board since September 2004 and has been serving as a
director of TLC Vision since May 2002 and, prior to that, was a director of
LaserVision Centers, Inc. since November 1995.  Since 1979, Dr.
Lindstrom has been engaged in the private practice of ophthalmology and is
Founder and Attending Surgeon of Minnesota Eye Consultants P.A., a provider of
eye care services.  Dr. Lindstrom has been serving as Associate
Director of the Minnesota Lions Eye Bank since 1987.  He is also a
medical advisor for several medical device and pharmaceutical
manufacturers.  Dr. Lindstrom is past President of the International
Society of Refractive Surgery, the International Intraocular Implant Society and
the International Refractive Surgery Club.  From 1980 to 1989, he
served as a Professor of Ophthalmology at the University of Minnesota and is
currently Adjunct Professor Emeritus in the Department of Ophthalmology at the
University of Minnesota.  Dr. Lindstrom received his Doctor of
Medicine, Bachelor of Arts and Bachelor of Sciences degrees from the University
of Minnesota.





Georges Noëlhas been a member of the
Board since July 2003.  Mr. Noël has been involved in the private
equity and venture capital industry for over 14 years and, between 2002 and
2003, was the Secretary General of the Belgian Venturing
Association.  Mr. Noël is currently the Director of the European
Private Equity & Venture Capital Association, or EVCA, and the Chief
Executive Officer of Cofino SA which provides services to the venture capital
industry.  Mr. Noël’s professional experience in private equity has
encompassed a range of roles and responsibilities at various private equity
houses, including:  CAM Private Equity, the Cologne-based fund of
funds; Ostbelgieninvest AG; Eupen; and Fortis Private Equity
NV.  Prior to his involvement in private equity, Mr. Noël was Chief
Financial Officer and Member of the Executive Committee of the industrial group
NMC SA in Eupen, a company that develops, produces and markets synthetic foam
products, between 1982 and 1993.  He held various positions in
corporate banking at Générale de Banque, now Fortis Bank, and was Managing
Director of its German subsidiary, Belgische Bank, between 1971 and
1981.  Mr. Noël serves on the boards of several investee or
family-owned companies, is past President of the Belgium Venturing Association
and of the IMD Alumni Club of Belgium.  Mr. Noël was a member of the
EVCA National Venture Capital Associations Committee from 2000 to
2003.





Gilbert S. Omenn, MD, PhD,
has been a member of the Board since April 2005 and, since 1997, has been
Professor of Internal Medicine, Human Genetics and Public Health at the
University of Michigan.  He is also the Director of the Center for
Computational Medicine and Biology at the University of
Michigan.  From 1997 to 2002, he served as Executive Vice President
for Medical Affairs and as Chief Executive Officer of the University of Michigan
Health System.  He was formerly Dean of the School of Public Health
and Professor of Medicine and Environmental Health, University of Washington,
Seattle.  Since 1987, he has served on the board of directors of Amgen
Inc. and of Rohm & Haas Company.  He served as Associate Director,
Office of Science and Technology Policy, and as Associate Director, Office of
Management and Budget, in the Executive Office of the President in the Carter
Administration.  He is a member of the Council and leader of the Human
Plasma Proteome Project for the international Human Proteome Organization and,
in 2007, completed his service as board chair of the American Association for
the Advancement of Science.  Dr. Omenn is the author of over 430
research papers and scientific reviews and the author/editor of 18
books.  He is a member of the Institute of Medicine of the National
Academy of Sciences, the American Academy of Arts and Sciences, the Association
of American Physicians and the American College of Physicians.  In
2004, he received the John W. Gardner Legacy of Leadership Award from the White
House Fellows Association.





Adrienne L. Graves, PhD, has
been a member of the Board since April 2005 and, since 2002, has been President
and Chief Executive Officer of Santen Inc., the U.S. subsidiary of Santen
Pharmaceutical Co., Ltd.  Dr. Graves also sits on the board of
directors of Santen Inc. and is a corporate officer of Santen Pharmaceutical
Co., Ltd.  Dr. Graves joined Santen Inc. in 1995 as Vice President of
Clinical Affairs to initiate the company’s clinical development in the
U.S.  Prior to joining Santen Inc., Dr. Graves spent nine years with
Alcon Laboratories, Inc., or Alcon, beginning in 1986 as a Senior
Scientist.  She was named Associate Director of Alcon’s Clinical
Science Division in 1992 and then Alcon’s Director of International
Ophthalmology in 1993.  Dr. Graves is the author of over 30 research
papers and is a member of a number of professional associations, including the
Association for Research in Vision and Ophthalmology, the American Academy of
Ophthalmology, the American Glaucoma Society and Women in
Ophthalmology.  Dr. Graves also co-founded Ophthalmic Women
Leaders.  She received her B.A. in psychology with honors from Brown
University, her PhD in psychobiology from the University of Michigan and
completed a postdoctoral fellowship in visual neuroscience at the University of
Paris.





Executive
Officers





Provided
below are brief summaries of the business experience during the past five years
or more of each of the executive officers of OccuLogix who is not a
director:





Thomas P. Reeves has served
as Occulogix’s President and Chief Operating Officer since September
2004.  Mr. Reeves was the President and Chief Executive Officer from
March 2001 to September 2004 of Borderfree, an international e-commerce service
provider, and of the Canada Post Borderfree Partnership, a commercial
partnership between Canada Post Corporation and Borderfree.  From 1998
to 2000, Mr. Reeves was President of Beamscope Canada Inc., or Beamscope, a
retail distributor of micro-computer products.  While Mr. Reeves was
President of Beamscope, the company instituted proceedings under the Companies’ Creditors Arrangement Act(Canada) and a receiver was appointed after his
departure.  From 1994 to 1998, Mr. Reeves was President of Merisel
Canada, a subsidiary of one of the largest distributors of micro-computer
products.  From 1992 until 1994, Mr. Reeves was Managing Director of
Merisel Europe where he was responsible for all strategic, financial and
operational aspects of subsidiaries in the UK, France, Germany, Switzerland,
Austria and Russia.  From 1989 until 1992, Mr. Reeves was Managing
Director of Merisel Ltd., and, from 1987 to 1989, he was Vice President of
European Business Development based in Paris, France.  From 1985 until
1987, Mr. Reeves was a consultant with the Boston Consulting Group in its San
Francisco office.  Mr. Reeves holds a Master of Arts in
International Relations from the Australian National University and
graduated magna cum
laude with a Bachelor of Arts in Economics from
Harvard University.





William G. Dumencu, CA,
served as Occulogix’s Chief Financial Officer and Treasurer between September
2003 and June 2005 and has been serving again in that capacity since the middle
of April 2006.  Prior to his re-appointment as OccuLogix’s Chief
Financial Officer and Treasurer in April 2006, Mr. Dumencu had been serving as
OccuLogix’s Vice President, Finance.  From January 2003 to August
2003, Mr. Dumencu was a consultant for OccuLogix and TLC Vision, and, from 1998
until 2002, Mr. Dumencu served in a variety of financial leadership positions at
TLC Vision, including Controller.  Mr. Dumencu was employed in various
financial management positions by Hawker Siddeley Canada, Inc., a manufacturing
conglomerate, from 1978 to 1998.  Mr. Dumencu is a Chartered
Accountant and a member of the Canadian Institute of Chartered
Accountants.  He holds a Bachelor of Math degree from the University
of Waterloo.





Suh Kimis OccuLogix’s
General Counsel.  Prior to joining the Company, she practised
corporate and securities law in Toronto with a major Canadian law
firm.  Prior to commencing legal practice, she had served as Executive
Assistant (Chief of Staff) to Bill Graham, formerly Canada’s Minister of
National Defence, Minister of Foreign Affairs and Chairman of the House of
Commons Committee on Foreign Affairs and International Trade.  Ms. Kim
holds a Bachelor of Social Sciences from the University of Ottawa and a Bachelor
of Laws from the University of Toronto.  She is a member of the Law
Society of Upper Canada and also has been called to the Bar of the State of New
York.





Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires OccuLogix’s
directors, certain officers and persons who own more than 10% of a registered
class of OccuLogix’s equity securities to file reports of ownership on
Form 3 and changes in ownership on Form 4 or 5 with the
SEC.  Such directors, officers and 10% stockholders are also required
by the SEC rules to furnish the Company with copies of all Section 16(a)
reports they file.  OccuLogix assists its directors and officers in
preparing their Section 16(a) reports.





To the
knowledge of the Company, all Section 16(a) reports required to be filed by
directors and officers of the Company during the fiscal year ended December 31,
2007 were filed on a timely basis.





Code
of Ethics





On
December 4, 2004, the Board adopted a code of ethics that applies to the
Company’s directors, officers and employees and which is intended to promote
honest and ethical conduct, full and accurate reporting and compliance with
laws.  On October 3, 2005, the Board adopted a revised code of ethics,
entitled “OccuLogix, Inc. Code of Conduct”.  A copy of this document
can be requested free of charge by writing to, or calling, the Company’s General
Counselat 2600
Skymark Avenue, Unit 9, Suite 201, Mississauga, Ontario, L4W 5B2,
905-602-0887.  It is also available on the Company’s website (www.occulogix.com).





The Audit
Committee of the Board, or the Audit Committee, has established an independent,
toll-free Values Line (1-888-475-8376) which anyone with good faith concerns
regarding accounting, internal accounting controls or auditing matters at the
Company, or matters relating to compliance with the Company’s code of ethics,
may call to report his or her concerns.   The Values Line is
available 24 hours a day and seven days a week.  All concerns reported
through the Values Line are communicated to the Audit Committee which will take
appropriate action.





Corporate
Governance





The Board
has three committees:  the Audit Committee; the Compensation
Committee; and the Corporate Governance and Nominating Committee.





The Audit
Committee consists of Messrs. Holmes, Davidson and Noël and Dr. Graves, each of
whom is an independent director.  Furthermore, the Board has
determined that Mr. Noël, the Audit Committee’s Chairman, is an “audit committee
financial expert” as defined by the rules of the SEC and NASDAQ.





ITEM
      11.
            EXECUTIVE
      COMPENSATION.





COMPENSATION
DISCUSSION AND ANALYSIS





Overview





Despite
the recent departure of seven members of our executive team, the objectives of,
and the principles underlying, the Company’s compensation program for executive
officers remain unchanged.





The main
objective of the compensation program for executive officers, including the
executives who are identified in the Summary Compensation Table (whom we refer
to as the “Named Executive Officers”), is the same as our overall objective in
operating the Company—to create long-term value for
stockholders.  OccuLogix’s corporate philosophy on compensation is
that compensation should be tied to an individual’s performance and to the
performance of the Company overall.  We believe that executive
officers who make a substantial contribution to the long-term success of the
Company and its subsidiaries are entitled to participate in that
success.





Our
executive compensation program is designed to attract qualified executives and
to encourage them to remain with the Company for long and productive careers, to
reward executives for performance and leadership excellence and to align
executives’ interests with those of stockholders.  The compensation of
OccuLogix’s executive officers, including the Named Executive Officers, is
comprised of base salary, cash bonuses and long-term incentives in the form of
OccuLogix stock options.  Each of Mr. Vamvakas, the Chief Executive
Officer (also the Secretary and Chairman of the Board), Mr. Dumencu, the Chief
Financial Officer and Treasurer, and Mr. Reeves, the President and Chief
Operating Officer, also receives certain perquisites as part of his respective
compensation package.  While he was employed by the Company, Dr.
Eldridge, the Vice President, Science and Technology, also received certain
perquisites as part of his compensation package.  Most of the elements
of our executive officers’ compensation simultaneously fulfill one or more of
the attraction and retention, performance and alignment objectives of our
executive compensation program.  We combine these elements for each
executive in a manner that we believe optimizes that executive’s contribution to
the Company.





OccuLogix
does not have an executive pension plan.  However, our executives
participate in benefit programs that are generally available to employees of the
Company, including our health and dental insurance plan.





Compensation
Objectives





Attraction and
Retention





OccuLogix
was incorporated in the State of Delaware in 2002 and operates in an emerging
market.  As a pre-revenue company which is in the development phase of
its growth, we are subject to certain challenges in our executive recruitment
activities that more mature companies may not face.  As best as
possible, we seek to keep our executives’ base salaries and cash bonus
compensation competitive with those of executives at comparable companies in the
biotechnology and medical devices industries.  The Company also places
considerable emphasis on stock options as an attraction and retention
tool.  Our stock option awards are structured to facilitate the
retention of executives in that they typically vest in one-third increments
during the three-year period following their grant.





Performance





Base
salaries and cash bonus compensation are designed to reward annual achievements
and to be commensurate with executives’ scope of responsibilities, demonstrated
leadership abilities, management experience and demonstrated effectiveness in
their respective roles.  Cash bonus compensation, in particular, is
intended to reward performance—individual performance as well as the performance
of the Company.  Cash bonuses are paid, within the discretion of the
Compensation Committee, based on an assessment of an executive’s performance
against pre-determined quantitative and/or qualitative individual goals and
based also on a determination of whether pre-determined collective, corporate
objectives have been met by the Company during the performance review period in
question.  Performance-based stock option awards are sometimes used to
encourage and reward performance prospectively, and a stock option award, on one
occasion, was granted in recognition of the extraordinary past performance of a
Named Executive Officer.





Alignment





We seek
to align the interests of our executives with those of our stockholders by
evaluating executive performance on the basis of measurements which we believe
correlate to long-term stockholder value.  Key elements of executive
compensation that align the interests of executives with those of stockholders
include (1) cash bonus compensation since it is paid, based on an assessment of
the attainment of, or failure to attain, certain pre-determined measures, the
attainment of which is judged to be critical to the success of the Company, and
(2) stock option awards, which link that portion of executives’ compensation to
stockholder value since the value of such awards is directly related to the
value of the underlying stock.  Although we do not require stock
ownership by executives, we do not discourage it in any way and actively
encourage executives to execute their duties and responsibilities, and manage
the Company, as though they are owners of the Company.





Implementing
Our Objectives





In making
compensation decisions, we rely on our judgment after reviewing the performance
of the Company and evaluating an executive’s performance during the year against
pre-determined measures and his or her leadership qualities, operational
performance, responsibilities, current compensation arrangements and long-term
potential to enhance stockholder value.  We also take into account
marketplace standards and trends.





Some
specific factors affecting compensation decisions include:





·
            strategic
      objectives of the Company such as acquisitions and
    financings;


·
            specific
      operational goals for the Company such as, for example, the progress of
      the Company’s clinical trials;


·
            ability
      to lead, mentor and motivate employees;
and


·
            contribution
      to the promotion of the Company’s corporate
  values.





We
generally do not adhere to set formulas, or react to short-term changes in
performance, in determining the amount and mix of compensation.  In
our view, some measure of flexibility in this regard is desirable since the most
effective tools used to motivate long-term performance by some executives may
not be the same ones that will be most effective or appropriate in motivating
the long-term performance of other executives.  We believe that the
most important indicator of whether our compensation objectives are being met is
our ability to motivate our executives to perform well consistently and to
continue their careers with the Company.





Annual
Cash Compensation—Base Salary





The base
salaries of our executives depend on the scope and level of their
responsibilities and their performance.  Decisions regarding salary
increases take into account the executive’s current base salary, the level of
compensation paid to his or her peers within and outside the Company and the
Company’s overall financial condition.  Base salaries are reviewed
every year, in July, but are not increased automatically.





Annual
Cash Compensation—Bonus





Bonus
compensation, in particular, is intended to reward individual performance as
well as the performance of the Company.  The maximum bonus
compensation of each executive, other than that of Mr. Vamvakas, is a percentage
of his or her base salary.  Mr. Vamvakas is entitled to receive up to
the full amount of his base salary in bonus compensation.  For most
executives, payment of 25% of his or her bonus compensation is dependent on
achievement of his or her individual goals, and payment of the remaining 75% is
contingent on the attainment of the collective, corporate objectives of the
Company.  However, Mr. Vamvakas’ bonus compensation and Mr. Reeves’
bonus compensation are contingent solely on the attainment of the collective,
corporate objectives of the Company.  In December of each year,
Messrs. Vamvakas and Reeves review with the Compensation Committee their
assessment of each executive’s performance against the pre-determined measures
applicable to that executive, which would have been approved by the Compensation
Committee at the start of the performance review period in
question.  Using that assessment as an evaluative tool and factoring
in its determination of whether, or the extent to which, the Company’s
collective, corporate objectives have been met during the performance review
period, the Compensation Committee sets the level of bonus compensation, if any,
to be paid to executives.  The Compensation Committee’s approach to
setting executives’ individual goals and the Company’s collective, corporate
objectives is to ensure that these goals and objectives are attainable but
challenging.





Long-term
Incentives—Stock Options





The
Company’s equity incentive compensation program is intended to be an effective
recruitment and retention tool, to recognize the scope of responsibilities of
executives, to reward performance and leadership and to motivate future
performance by aligning the interests of executives with those of
stockholders.





In 2005,
an aggregate of 768,750 performance-based stock options under the Company’s 2002
Stock Option Plan was granted to executives, the vesting of which is contingent
upon the attainment of certain milestones on or prior to certain specified
dates.  In connection with the recruitment of two executives in 2005,
an additional 400,000 stock options were granted—100,000 under the Company’s
2002 Stock Option Plan and 300,000 outside the Company’s 2002 Stock Option Plan,
of which 100,000 are performance-based stock options.  In 2006, no
stock options were awarded to any of our executives, other than to (1) Mr.
Vamvakas, who agreed to receive stock options in lieu of the cash compensation
to which he would have, or might have (in the case of his bonus compensation),
otherwise been entitled in his capacity as the Chief Executive Officer of the
Company, (2) to Mr. Adams, the President & Founder, Glaucoma Division of the
Company, who joined the Company on September 1, 2006 and (3) to Dr. Chaudry-Rao,
Vice President, Clinical Research of the Company, who joined the Company on
February 10, 2006.  In 2007, 20,000 time-based stock options were
granted to Mr. Reeves in recognition of his exceptional contribution to the
Company during 2006, and time-based stock options also were granted to Ms. Kim,
General Counsel, upon her joining the Company on March 12, 2007.  In
addition to these two grants, in July 2007, an aggregate of 530,000 time-based
stock options was awarded to our executives (including to Mr. Reeves and Ms.
Kim).  We are of the view that it will be important for the attainment
of the Company’s compensation objectives for it, in the future, to continue to
have the ability to make such annual grants of additional stock options to
executives, if doing so would be appropriate in view of the strategic,
operational and financial performance of the Company overall.





Perquisites





We
provide each of Mr. Vamvakas and Mr. Reeves with a car
allowance.  However, the Company will cease to provide Mr. Reeves with
a car allowance after April 30, 2008.  In addition, each of Mr.
Vamvakas and Mr. Reeves is entitled to have the Company reimburse him for
miscellaneous expenses, to a maximum of C$20,000 per year, which can include
club membership fees.  We also paid a portion of the premium on Dr.
Eldridge’s supplementary health insurance policy while he was employed by the
Company.





Stock
Options Grant Practice





The
exercise price of stock options awarded to our executives is set at the greater
of (1) the volume weighted average trading price of the Company’s common stock
on the NASDAQ Global Market, or NASDAQ, for the five trading-day period
immediately preceding the date of grant and (2) the closing price of the
Company’s common stock on NASDAQ on the trading date immediately preceding the
date of grant.  Under no circumstances, are stock options deemed to be
granted as of a date preceding a date on which the requisite approval of the
Compensation Committee or the Board of Directors is given.  It is the
Company’s practice to avoid making stock option grants when there exists
material information that has not been publicly disclosed.





Role
of Executives in Determining Compensation





The
Compensation Committee has primary responsibility for assisting the Board in
developing and evaluating potential candidates for executive positions,
including that of the Chief Executive Officer, and for overseeing the
development of executive succession planning.  As part of this
responsibility, the Compensation Committee oversees the design, development and
implementation of the Company’s executive compensation program.





The
Compensation Committee evaluates Mr. Vamvakas’ performance and determines his
compensation.  Mr. Vamvakas and the Compensation Committee, together,
evaluate the performance of Mr. Reeves, and, guided by Mr. Vamvakas’
recommendation, the Compensation Committee determines Mr. Reeves’
compensation.  Messrs. Vamvakas and Reeves and the Compensation
Committee, together, evaluate the performance of all of the other executives,
including the other Named Executive Officers, and, guided by recommendations
made by Messrs. Vamvakas and Reeves, the Compensation Committee determines the
compensation of all of the other executives.





Other
than as described above, and other than by discussing their performance
objectives and evaluations with the individual to whom they report (either Mr.
Vamvakas or Mr. Reeves, as the case may be), executives do not play a role in
determining their own compensation.





Role
of Compensation Consultant





At the
present time, neither the Company nor the Compensation Committee has retained
any compensation consultant to assist with executive compensation
matters.





Tax
Deductibility of Compensation





Section
162(m) of the Internal Revenue Code of 1986, as amended, or the Code, imposes a
$1 million limit on the amount that a public company may deduct for compensation
paid to the company’s chief executive officer or any of the company’s four other
most highly compensated executives who are employed as of the end of the
year.  This limit does not apply to compensation that meets the
requirements under Section 162(m) of the Code for “qualifying performance-based”
compensation, generally being compensation paid only if the individual’s
performance meets pre-established objective goals based on performance criteria
approved by stockholders.  The current levels of compensation of the
Chief Executive Officer and the other currently employed Named Executive
Officers do not make the limitation imposed by Section 162(m) of the Code of
immediate concern to the Company.  However, the Compensation Committee
intends to take note of that limitation as it sets and monitors executive
compensation levels in the future.





Compensation
of Named Executive Officers in 2007





Chief
Executive Officer





Mr.
Vamvakas’ base compensation during the financial year ended December 31, 2007
was C$483,132.  He earned no bonus compensation for his performance
during the financial year ended December 31, 2007 but was awarded 100,000
time-based stock options which will vest in one-third increments during the
three-year period following their grant.  See “Additional Information
on Executive Compensation—Employment Contracts—Elias Vamvakas”.





Chief
Financial Officer and Treasurer





Mr.
Dumencu’s base compensation during the financial year ended December 31, 2007
was C$181,155.  He earned no bonus compensation for his performance
during the financial year ended December 31, 2007 but was awarded 30,000
time-based stock options which will vest in one-third increments during the
three-year period following their grant.  See “Additional Information
on Executive Compensation—Employment Contracts—William G.
Dumencu”.





President
and Chief Operating Officer





Mr.
Reeves’ base compensation during the financial year ended December 31, 2007
consisted of a base salary of C$325,600 and professional fees in the amount of
$51,750.  He earned no bonus compensation for his performance during
the financial year ended December 31, 2007 but was awarded an aggregate of
120,000 time-based stock options, of which 20,000 were granted in recognition of
his exceptional contribution to the Company during 2006.  All of these
stock options will vest in one-third increments during the three-year period
following their grant.  See “Additional Information on Executive
Compensation—Employment Contracts—Thomas P. Reeves”.





Vice
President, Science and Technology





Dr.
Eldridge’s base compensation during the financial year ended December 31, 2007
was $197,500.  He earned no bonus compensation for his performance
during the financial year ended December 31, 2007 but was awarded 30,000
time-based stock options which will vest in one-third increments during the
three-year period following their grant.  Dr. Eldridge’s employment
with the Company was terminated on January 8, 2008, as a result of which he is
owed severance by the Company.  See “Additional Information on
Executive Compensation—Employment Contracts—David C. Eldridge”.





Vice
President, Clinical Research





Dr.
Chaudry-Rao’s base compensation during the financial year ended December 31,
2007 was C$203,500.  She earned no bonus compensation for her
performance during the financial year ended December 31, 2007 but was awarded
30,000 stock options.  Dr. Chaudry-Rao’s employment with the Company
was terminated on January 31, 2008, as a result of which she is owed severance
by the Company.  See “Additional Information on Executive
Compensation—Employment Contracts—Nozait Chaudry-Rao”. The
Company has retained Dr. Chaudry-Rao’s services in connection with the
winding-down of its RHEO-AMD study, for which she is being paid on an hourly
basis.





Post-Employment
Compensation





All of
the Named Executive Officers have a severance entitlement pursuant to their
respective employment agreements.  Had their employment with the
Company been terminated without cause as at December 31, 2007, the Company would
have been obligated to make severance payments of C$1,572,565, C$188,878,
C$965,137, $217,705 and C$216,062 to Mr. Vamvakas, Mr. Dumencu, Mr. Reeves, Dr.
Eldridge and Dr. Chaudry-Rao, respectively.  See also “Additional
Information on Executive Compensation—Employment Contracts”.





Directors’
Compensation





Our
general philosophy toward directors’ compensation is that directors should be
paid fairly for the work, time and effort required to serve on the Board, that
directors’ compensation should align their interests with those of stockholders
and that the structure of directors’ compensation should be straightforward and
transparent.  The Company compensates only non-executive directors for
serving on the Board.





Directors’
compensation during the financial year ended December 31, 2007 is described
under “Additional Information on Executive Compensation—Compensation of
Directors” and “—Director Compensation Table”.





Compensation
Committee Interlocks and Insider Participation





No member
of the Compensation Committee has ever been an officer or employee of
OccuLogix.  None of the Company’s executive officers currently serves,
or has served during the last completed fiscal year, on the compensation
committee or the board of directors of any other entity that has one or more
executive officers serving as a member of the Board (of OccuLogix) or the
Compensation Committee (of OccuLogix).








Compensation
Committee Report





The
Compensation Committee has reviewed the Compensation Discussion and Analysis and
has discussed it with management.  Based on its review and discussions
with management, the Compensation Committee has recommended to the Board that
the Compensation Discussion and Analysis be included in this Amendment No.
1.





Thomas
      N. Davidson
            Jay
      T. Holmes
            Georges
      NoëlGilbert
      S. Omenn
            Adrienne
      L. Graves





ADDITIONAL
INFORMATION ON EXECUTIVE COMPENSATION





Summary
Compensation Table





The
following table sets forth information concerning the total compensation earned
during each of the financial years ended December 31, 2007 and December 31, 2006
by:





·
            the
      Chief Executive Officer;


·
            the
      Chief Financial Officer; and


·
            each
      of the three most highly compensated executive officers (other than the
      Chief Executive Officer and the Chief Financial Officer) during the
      financial year ended December 31, 2007 and who was serving as an executive
      officer at the end of such financial
year.





Summary
Compensation Table





Name
      and Principal Position
            Year
            
            Salary
            
            
            Bonus
            
            
            Option
      Awards(1)(2)
            
            
            All
      Other Compensation(3)
            
            
            Total($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)Elias
      Vamvakas(4)
            2007
            
            
            491,983
            
            
            
            —
            
            
            
            78,000
            
            
            
            35,610
            
            
            
            605,5922006
            
            
            182,188
            (5)
            
            
            —
            
            
            
            418,500
            
            
            
            18,445
            
            
            
            619,133Chairman
      and Chief Executive OfficerWilliam
      G. Dumencu(4)
            2007
            
            
            184,474
            
            
            
            —
            
            
            
            23,400
            
            
            
            —
            
            
            
            207,8742006
            
            
            147,508
            
            
            
            10,542
            
            
            
            12,600
            
            
            
            —
            
            
            
            170,650Chief
      Financial Officer and Treasurer (between September 2003 and May 2005; and
      from April 2006 to the present)
              Vice
      President, Finance (between June 2005 and April 2006)Thomas
      P. Reeves(6)
            2007
            
            
            331,564
            
            
            
            —
            
            
            
            103,600
            
            
            
            87,330
            
            
            
            522,4942006
            
            
            274,353
            
            
            
            48,297
            
            
            
            130,050
            
            
            
            89,821
            
            
            
            542,522President
      and Chief Operating OfficerDavid
      C. Eldridge
            2007
            
            
            197,500
            
            
            
            —
            
            
            
            23,400
            
            
            
            217,705
            
            
            
            438,6052006
            
            
            195,000
            
            
            
            13,203
            
            
            
            12,600
            
            
            
            —
            
            
            
            220,803Vice
      President, Science and Technology (between November 2004 and January
      2008)Nozait
      Chaudry-Rao(4)
            2007
            
            
            207,227
            
            
            
            —
            
            
            
            23,400
            
            
            
            216,062
            
            
            
            446,689Vice
      President, Clinical Research







___________


(1)
            For
      the financial year ended December 31, 2007, the values set forth in this
      column are based on the full grant date fair value of stock option awards,
      computed in accordance with the provisions of SFAS No.
      123R.  For the financial year ended December 31, 2006, the
      values set forth in this column are based on the full grant date fair
      value of stock option awards, computed in accordance with the provisions
      of SFAS No. 123R.  These stock options include time-based
      stock options granted during the financial years ended December 31,
      2007 and December 31, 2006.


(2)
            The
      values in this column also include the incremental fair value of the then
      out-of-the-money stock options which were re-priced by the Company during
      2006.  The incremental fair value of the re-priced stock
      options, which were granted to the Named Executive Officers prior to the
      financial year ended December 31, 2006, was computed in accordance with
      the provisions of SFAS No. 123R.  See “—Re-Pricing of Stock
      Options”.


(3)
            These
      amounts do not include the value of perquisites received by Dr. Eldridge
      as the aggregate value of such perquisites did not exceed
      $10,000.  Although Mr. Dumencu was entitled to reimbursement by
      the Company of the costs of preparation of his annual income tax return
      during the financial years ended December 31, 2007 and December 31, 2006,
      he did not exercise such entitlement.  The amounts set forth in
      this column for Drs. Eldridge and Chaudry-Rao consist of the amounts
      accrued by the Company in December 2007 in respect of their respective
      severance entitlement.


(4)
            All
      cash compensation paid to Messrs. Vamvakas and Dumencu and Dr. Chaudry-Rao
      was paid in Canadian dollars.  Amounts paid during 2007 and 2006
      have been converted to U.S. dollars at the year-end exchange rate of
      C$0.98201 to $1.00 and C$1.16638 to $1.00,
  respectively.


(5)
            Reflects
      salary earned by Mr. Vamvakas during the period from January 1, 2006 to
      June 30, 2006 inclusive.


(6)
            Cash
      compensation paid to Mr. Reeves as an employee of OccuLogix was paid in
      Canadian dollars, and that amount has been converted to U.S.
      dollars.  See note 4 for exchange rates.  Compensation
      paid to Mr. Reeves as a consultant of OccuLogix is included in the column
      headed “All Other Compensation” and was paid in U.S.
    dollars.





All
Other Compensation Table





The
following table sets forth each component of the column headed “All Other
Compensation” in the Summary Compensation Table.







Name
            Year
            
            Severance
      (1)
            
            
            Consulting
      Fees
            
            
            Car
      Allowance
            
            
            Club
      Membership
            
            
            Tax
      Return Preparation
            
            
            Total($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)Elias
      Vamvakas
            2007
            
            
            —
            
            
            
            —
            
            
            
            12,220
            
            
            
            23,390
            
            
            
            —
            
            
            
            35,6102006
            
            
            —
            
            
            
            —
            
            
            
            5,144
            
            
            
            13,301
            
            
            
            —
            
            
            
            18,445Thomas
      P. Reeves
            2007
            
            
            —
            
            
            
            50,875
            
            
            
            12,220
            
            
            
            18,298
            
            
            
            5,937
            
            
            
            87,3302006
            
            
            —
            
            
            
            58,668
            
            
            
            10,288
            
            
            
            15,809
            
            
            
            5,056
            
            
            
            89,821David
      C. Eldridge
            2007
            
            
            217,705
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            217,705Nozait
      Chaudry-Rao
            2007
            
            
            216,062
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            216,062






(1)
              The
      amounts set forth in this column were accrued by the Company in December
      2007 but were not paid during the financial year ended December 31,
      2007.  See “—Employment Contracts—David C. Eldridge” and
      “—Employment Contracts—Nozait
Chaudry-Rao”.




Grants
of Plan-Based Awards Table





The
following table sets forth the grant of OccuLogix stock options for the
financial year ended December 31, 2007 to the Named Executive
Officers.  All of these stock options are time-based and will vest in
one-third increments during the three-year period following their respective
dates of grant.  In July 2007, an aggregate of 530,000 time-based
stock options was granted to our executives, of which 290,000 were granted to
the Named Executive Officers.  Such grant was the inaugural grant of
additional stock options to executives which the Board has resolved to effect,
on an annual basis, if doing so would be appropriate in view of the strategic,
operational and financial performance of the Company overall.  In
addition to the 100,000 time-based stock options that Mr. Reeves received in
July 2007, he also was awarded 20,000 time-based stock options in March 2007 in
recognition of his exceptional contribution to the Company during
2006.





Name
            Grant
      Date
            
            All
      Other Option
      Awards: Number of Securities Underlying
Options
            
            
            Exercise
      Price of Option Awards(#)
            
            
            ($/share)Elias
      Vamvakas
            07/03/2007
            
            
            100,000
            
            
            
            1.11William
      G. Dumencu
            07/03/2007
            
            
            30,000
            
            
            
            1.11Thomas
      P. Reeves
            03/11/2007
            
            
            20,000
            
            
            
            1.8207/03/2007
            
            
            100,000
            
            
            
            1.11David
      C. Eldridge
            07/03/2007
            
            
            30,000
            
            
            
            1.11Nozait
      Chaudry-Rao
            07/03/2007
            
            
            30,000
            
            
            
            1.11








Outstanding
Equity Awards at 2007 Fiscal Year-End





The
following table provides information regarding the Named Executive Officers’
holdings of OccuLogix stock options as of the end of the financial year ended
December 31, 2007.





Outstanding
Equity Awards at Fiscal Year-End








Option
      AwardsName
            Grant
      Date
            
            Number
      of Securities Underlying Unexercised Options Exercisable
            
            
            Number
      of Securities Underlying Unexercised Options Unexercisable
            
            
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
            
            
            Option
      Exercise Price
            
            Options
      Expiration Date(#)
            
            
            
            (#)
            
            
            
            (#)
            
            
            ($)Elias
      Vamvakas
            07/03/2007(1)
            
            
            —
            
            
            
            100,000
            
            
            
            —
            
            
            
            1.11
            
            07/03/201708/03/2006(2)
            
            
            300,000
            
            
            
            —
            
            
            
            —
            
            
            
            1.90
            
            08/03/201603/30/2005(3)
            
            
            —
            
            
            
            112,500
            
            
            
            —
            
            
            
            2.05
            
            03/30/201507/01/2003(4)
            
            
            500,000
            
            
            
            —
            
            
            
            —
            
            
            
            0.99
            
            07/01/201308/01/2002(5)
            
            
            4,583
            
            
            
            —
            
            
            
            —
            
            
            
            1.30
            
            08/01/2012William
      G. Dumencu
            07/03/2007(1)
            
            
            —
            
            
            
            30,000
            
            
            
            —
            
            
            
            1.11
            
            07/03/201703/30/2005(3)
            
            
            —
            
            
            
            45,000
            
            
            
            —
            
            
            
            2.05
            
            03/30/201508/01/2003(4)
            
            
            100,000
            
            
            
            —
            
            
            
            —
            
            
            
            0.99
            
            08/01/2013Thomas
      P. Reeves
            07/03/2007(1)
            
            
            —
            
            
            
            100,000
            
            
            
            —
            
            
            
            1.11
            
            07/03/201703/11/2007(6)
            
            
            —
            
            
            
            20,000
            
            
            
            —
            
            
            
            1.82
            
            03/11/201703/30/2005(3)
            
            
            —
            
            
            
            78,750
            
            
            
            —
            
            
            
            2.05
            
            03/30/201512/16/2004(7)
            
            
            300,000
            
            
            
            —
            
            
            
            —
            
            
            
            2.05
            
            12/16/2014David
      C. Eldridge
            07/03/2007(1)
            
            
            —
            
            
            
            30,000
            
            
            
            —
            
            
            
            1.11
            
            07/03/201703/30/2005(3)
            
            
            —
            
            
            
            45,000
            
            
            
            —
            
            
            
            2.05
            
            03/30/201507/01/2003(4)
            
            
            59,798
            
            
            
            —
            
            
            
            —
            
            
            
            0.99
            
            07/01/2013Nozait
      Chaudry-Rao
            07/03/2007(1)
            
            
            —
            
            
            
            30,000
            
            
            
            —
            
            
            
            1.11
            
            07/03/201702/10/2006(8)
            
            
            26,667
            
            
            
            53,333
            
            
            
            
            
            
            
            2.05
            
            02/10/2016





___________


(1)
            Exercisable
      as to (i) 331⁄3% on July 3, 2008, (ii) 331⁄3% on July 3, 2009 and (iii) 331⁄3%
      on July 3, 2010.


(2)
            Exercisable
      immediately upon grant and will remain exercisable until the expiration
      date, notwithstanding any earlier disability or death of Mr. Vamvakas or
      any earlier termination of his service to the
  Company.


(3)
            As
      of the date of this Amendment No. 1, exercisable when and if
      OccuLogix receives the approval that it is seeking from the U.S. Food and
      Drug Administration for the RHEOTM System for use in the RheopheresisTM
      treatment of dry age-related macular
  degeneration.


(4)
            Fully
      vested and exercisable upon the closing of OccuLogix’s initial public
      offering of shares of its common stock on December 16,
    2004.


(5)
            Exercisable
      immediately upon grant and will remain exercisable until the earlier of
      (i) the expiration date and (ii) the last date for exercise following the
      termination of Mr. Vamvakas’ service to the
  Company.


(6)
            Exercisable
      as to (i) 331⁄3% on March 11, 2008, (ii) 331⁄3% on March 11, 2009 and (iii)
      331⁄3% on March 11, 2010.


(7)
            On
      December 11, 2005, the Board approved accelerating the vesting of unvested
      stock options granted prior to December 31, 2004 to employees, officers
      and directors.


(8)
            Exercisable
      as to (i) 331⁄3% on February 10, 2007, (ii) 331⁄3% on February 10, 2008 and
      (iii) 331⁄3% on February 10, 2009.





Re-Pricing
of Stock Options





At the
annual meeting of the stockholders of the Company held on June 23, 2006, the
stockholders of the Company approved the re-pricing of all then out-of-the-money
stock options of the Company as approximately 66.7% of the Company’s outstanding
stock options had exercise prices that were significantly higher than the then
current market price of OccuLogix’s common stock.  The Company
believed that these stock options were not providing an effective incentive for
the Company’s management, employees and third party consultants.  The
exercise price of all outstanding stock options of the Company that, on June 23,
2006, was greater than $2.05, being the weighted average trading price of the
Company’s common stock on NASDAQ during the five-trading day period immediately
preceding June 23, 2006, was adjusted downward to $2.05.







The
following table sets forth the number of OccuLogix stock options held by the
Named Executive Officers as at December 31, 2006 which were re-priced during the
financial year ended December 31, 2006, together with the incremental fair value
of the re-priced stock options, which was computed in accordance with the
provisions of SFAS No. 123R.





Name
            Grant
      Date
            
            Number
      of Securities Underlying Options Re-Priced
            
            
            Incremental Fair Value of Re-Priced Options(1)(#)
            
            
            ($)Elias
      Vamvakas
            03/30/2005
            
            
            150,000
            
            
            
            31,500William
      G. Dumencu
            03/30/2005
            
            
            60,000
            
            
            
            12,600Thomas
      P. Reeves
            03/30/2005
            
            
            105,000
            
            
            
            22,05012/16/2004
            
            
            300,000
            
            
            
            108,000David
      C. Eldridge
            03/30/2005
            
            
            60,000
            
            
            
            12,600Nozait
      Chaudry-Rao
            —
            
            
            —
            
            
            
            —





___________


(1)
            The
      incremental difference in value is measured as the excess, if any, of the
      fair value of the modified award determined in accordance with the
      provisions of SFAS No. 123R over the fair value of the original award
      immediately before its terms are modified, measured based on the share
      price and other pertinent factors at the date of the
      modification.  SFAS No. 123R provides that this incremental fair
      value, plus the remaining unrecognized compensation cost from the original
      measurement of the fair value of the old option, must be recognized over
      the remaining vesting period.





Stock
Option Exercises in 2007





No stock
option was exercised by any Named Executive Officer during the financial year
ended December 31, 2007.





Compensation
of Directors





Directors
who are not employeesare entitled to receive
an attendance fee of $2,500 in respect of each Board meeting attended in person,
$1,000 in respect of each committee meeting attended in person and $500 in
respect of each meeting attended by phone.  Directors also receive an
annual fee of $15,000.  Directors are reimbursed for out-of-pocket
expenses incurred in connection with attending meetings of the
Board.  In addition, non-employee directors are entitled to receive
stock options to acquire shares of OccuLogix’s common stock under the 2002 Stock
Option Plan.  The chairman of each of the Audit Committee, the
Compensation Committee and the Corporate Governance and Nominating Committee
also receives an annual fee of $5,000.





In March
2007, in exchange for stock options under the 2002 Stock Option Plan, each of
the directors (other than Mr. Vamvakas) agreed to forego the cash remuneration
to which he or she would have been entitled to receive from the Company during
the financial year ended December 31, 2007 in respect of (i) his or her annual
director’s fee, (ii) in the case of those directors who chair a committee of the
Board, his or her fee for chairing such committee and (iii) his or her fee for
attending the quarterly in-person meetings of the Board.  Each
director who is a chair of a committee of the Board received 30,000 stock
options, and each director who is not a chair of a committee of the Board
received 25,000 stock options.  The numbers of these stock options
were determined to be 8% higher in value than the cash remuneration to which the
directors would have been entitled during the financial year ended December 31,
2007 and were determined using the Black-Scholes valuation method, based on an
attributed value of $1.61 per share of the Company’s common stock underlying
these stock options.  The number of stock options granted to each
director, calculated using this methodology, was then rounded up to the nearest
1,000.  These stock options were exercisable immediately upon grant
and will remain exercisable until the tenth anniversary of the date of their
grant, notwithstanding any earlier disability or death of the holder thereof or
any earlier termination of his or her service to the Company.  The per
share exercise price of these stock options is $1.82.







In May
2007, the Board struck a special committee for purposes of reviewing certain
proposed transactions.  The chairman of the special committee and the
directors who served on it were paid fees, in cash, at the same rates paid to
the chairmen and members of the regular standing committees of the
Board.


In July
2007, each of the directors (other than Mr. Vamvakas) was granted 25,000
time-based stock options.  These stock options have a 10-year life and
an exercise price of $1.11, and they will vest in one-third increments during
the three-year period following their date of grant.





Director
Compensation Table





Name(1)
            
            Fees
      Earned or Paid in Cash(2)
            
            
            Option
      Awards(3)(4)(5)(6)(7)
            
            
            All
      Other Compensation
            
            
            Total($)
            
            
            ($)
            
            
            ($)
            
            
            ($)Thomas
      N. Davidson
            
            
            6,500
            
            
            
            16,206
            (8)
            
            
            —
            
            
            
            22,706Jay
      T. Holmes
            
            
            15,250
            
            
            
            16,206
            (8)
            
            
            —
            
            
            
            31,456Georges
      Noël
            
            
            9,000
            
            
            
            16,206
            
            
            
            —
            
            
            
            25,206Richard
      L. Lindstrom
            
            
            2,000
            
            
            
            10,306
            (8)
            
            
            —
            
            
            
            12,306Gilbert
      S. Omenn
            
            
            7,000
            
            
            
            15,340
            
            
            
            —
            
            
            
            22,340Adrienne
      L. Graves
            
            
            11,000
            
            
            
            17,929
            
            
            
            —
            
            
            
            28,929





___________


(1)
            Mr.
      Vamvakas does not receive any compensation for his services as a director
      of the Company.  All compensation paid to Mr. Vamvakas by the
      Company during 2007 for his services as the Chief Executive Officer is
      disclosed in the Summary Compensation Table and the Grant of Plan-Based
      Awards Table.


(2)
            Reflects
      cash remuneration that each director received from the Company, for the
      financial year ended December 31, 2007, in respect of fees only for
      attending Board and committee meetings held by telephone.  In
      addition to such cash remuneration, Mr. Holmes was also paid in cash for
      serving as the chairman of a special committee of the Board, which special
      committee was constituted after March 2007 when the directors had agreed
      to forego cash remuneration, in respect of annual directors’ fees and fees
      for attending Board and committee meetings during 2007, in exchange for
      stock options.  The other members of the special committee also
      received cash remuneration for their attendance at
    meetings.


(3)
            In
      exchange for stock options, each of the directors agreed to forego the
      cash remuneration which he or she would have been entitled to receive from
      the Company during 2007 in respect of (i) his or her annual director's
      fee, (ii) in the case of those directors who chair a committee of the
      Board, his or her fee for chairing such committee and (iii) his or her fee
      for attending the quarterly in-person meetings of the
      Board.  The numbers of these stock options were determined to be
      8% higher in value than the cash remuneration to which the directors would
      have been entitled during the financial year ended December 31, 2007 and
      were determined using the Black-Scholes valuation method, based on an
      attributed value of $1.61 per share of the Company’s common stock
      underlying these stock options.  The number of stock options
      granted to each director, calculated using this methodology, was then
      rounded up to the nearest 1,000.  These stock options were
      exercisable immediately upon grant on March 11, 2007 and will remain
      exercisable until March 11, 2017, notwithstanding any earlier disability
      or death of the holder or any earlier termination of his or her service to
      the Company.  The per share exercise price of these stock
      options is $1.82.


(4)
            On
      July 3, 2007, each of the directors (other than Mr. Vamvakas) was granted
      25,000 time-based stock options.  These stock options have a
      10-year life and an exercise price of $1.11, and they will vest in
      one-third increments during the three-year period following their date of
      grant.


(5)
            On
      November 1, 2007, the Company announced the indefinite suspension of its
      RHEOTM System clinical development program and is currently in the process
      of winding down the RHEO-AMD study as there is no reasonable prospect that
      the RHEOTM System clinical development program will be relaunched in the
      foreseeable future.  Management does not believe that certain
      issued performance-based stock options, the vesting of which is contingent
      upon successfully obtaining FDA approval of the RHEOTM System, will ever
      vest.  As a result, in the financial year ended December 31,
      2007, the Company reversed option expenses previously report for these
      performance-based stock options.  The portion of such expense
      reversal applicable to these performance-based stock options held by
      directors of the Company was
$208,670.


(6)
            The
      values set forth in this column are based on the aggregate grant date fair
      value of stock option awards, computed in accordance with the provisions
      of SFAS No. 123R, and reflect the expense recorded in 2007 in accordance
      with the provisions of SFAS No. 123R.  Information regarding the
      assumptions used to estimate the fair value of these stock option awards
      in accordance with the provisions of SFAS No. 123R appears in note 14(e)
      to the consolidated financial statements of the Company which are included
      in this Amendment No. 1.


(7)
              As
      of December 31, 2007, non-executive members of the Board had the following
      aggregate number of stock options outstanding:  (i) Mr.
      Davidson, 117,500; (ii) Mr. Holmes, 117,500; (iii) Mr. Noël, 117,500; (iv)
      Dr. Lindstrom, 110,000; (v) Dr. Omenn, 85,000; and (vi) Dr. Graves,
      85,000.


(8)
            Includes
      the incremental fair value, calculated in accordance with the provisions
      of SFAS No. 123R, of stock options which were re-priced during the
      financial year ended December 31, 2006.  See “—Re-pricing of
      Stock Options”.







Employment
Contracts





Elias
Vamvakas





OccuLogix
entered into an employment agreement with Mr. Vamvakas, who is the Company’s
Chairman of the Board and Chief Executive Officer, on July 30, 2004. Mr.
Vamvakas receives an annual base salary of C$491,625.  At the
discretion of the Compensation Committee, Mr. Vamvakas is entitled to an annual
bonus of up to 100% of his annual base salary.  Mr. Vamvakas is
entitled to receive, and has received, stock options pursuant to the 2002 Stock
Option Plan.





Mr.
Vamvakas’ employment may be terminated for cause (as defined in the agreement)
or without cause upon 24 months’ notice.  If Mr. Vamvakas is
terminated for any reason other than cause, he is entitled to a lump sum payment
equal to 24 months of his salary and bonus (which amount will equal the average
annual bonus earned by him during his employment with the Company), provided
that the total lump sum payment is no less than $1,400,000.  In
addition, in the event that Mr. Vamvakas voluntarily terminates his employment
within six months of a change of control (as defined in the agreement), Mr.
Vamvakas is entitled to a lump sum payment equal to 12 months of his
salary.





The
agreement also contains non-compete and confidentiality covenants for the
Company’s benefit.





Mr.
Vamvakas voluntarily agreed to a 50% reduction of his base salary, commencing on
February 1, 2008.  Since that time, Mr. Vamvakas has been paid, and is
continuing to be paid, a reduced base salary.  There have been no
other changes to his compensation package.





William
G. Dumencu





OccuLogix
entered into an employment agreement with Mr. Dumencu, who is the Company’s
Chief Financial Officer and Treasurer, on August 1, 2003.  Between
June 2005 and April 2006, Mr. Dumencu served as the Company’s Vice President,
Finance.  His annual base salary is C$184,271.  At the
Company’s discretion, based on specific measurable objectives, he is entitled to
an annual bonus of 25% of his annual base salary.  Mr. Dumencu is
entitled to receive, and has received, stock options pursuant to the 2002 Stock
Option Plan.





Mr.
Dumencu’s employment may be terminated for cause (as defined in the agreement)
or without cause upon 60 days’ notice.  If Mr. Dumencu’s employment is
terminated without cause (as defined in the agreement), he is entitled to
receive severance equal to 12 months’ salary, payable in equal monthly
instalments or a lump sum, at Mr. Dumencu’s option.





The
agreement also contains non-compete and confidentiality covenants for the
Company’s benefit.





Thomas
P. Reeves





OccuLogix
entered into an employment agreement with Mr. Reeves, who is the Company’s
President and Chief Operating Officer, in August 2004.  Mr. Reeves
receives an annual base salary of C$331,200 and professional fees of $51,570 per
annum.  At the discretion of the Chairman of the Board and/or the
Compensation Committee, Mr. Reeves is entitled to an annual bonus of up to 80%
of his annual base salary and his professional fees.  Mr. Reeves is
entitled to receive, and has received, stock options pursuant to the 2002 Stock
Option Plan.





Mr.
Reeves’ employment may be terminated for cause (as defined in the agreement) or
without cause upon 24 months’ notice.  Where Mr. Reeves is terminated
for any reason other than cause, he is entitled to a lump sum payment equal to
24 months of his salary and bonus (which amount will equal the average annual
bonus earned by him during his employment with the Company) and a lump sum
allowance of $100,000.  In addition, in the event that Mr. Reeves
voluntarily terminates his employment within six months of a change of control
(as defined in the agreement), Mr. Reeves is entitled to a lump sum payment
equal to 12 months of his salary.





The
agreement also contains non-compete and confidentiality covenants for the
Company’s benefit.





Mr.
Reeves voluntarily agreed to a 50% reduction of his base salary, commencing on
February 1, 2008.  Since that time, Mr. Reeves has been paid a reduced
base salary.  Commencing on May 1, 2008, Mr. Reeves will become a
part-time employee, and his base salary will be reduced further to C$5,000 per
month.  His entitlement to perquisites under his employment agreement
will cease on May 1, 2008.





David
C. Eldridge





On
November 9, 2004, OccuLogix entered into an employment agreement with Dr. David
C. Eldridge, who was the Company’s Vice President, Science and Technology until
January 8, 2008.  Until the without-cause termination of his
employment with the Company on January 8, 2008, Dr. Eldridge received an annual
base salary of $200,000 and, at the discretion of the Compensation Committee,
was entitled to an annual bonus of up to 25% of his annual base
salary.  Dr. Eldridge also was entitled to receive, and received,
stock options pursuant to the 2002 Stock Option Plan.





Under his
employment agreement, upon the termination of his employment with the Company on
January 8, 2008, Dr. Eldridge was entitled to a lump-sum severance payment in an
amount equal to 12 months’ of his basic salary plus 2.5% of such amount in
respect of his entitlement to benefits.  He voluntarily agreed to a
modification to the timetable according to which his severance would be
paid.





Accordingly,
from January 8, 2008 to March 31, 2008 inclusive, the Company continued to pay
Dr. Eldridge, on a semi-monthly basis according to the Company’s regular payroll
practices, amounts equal to the basic salary that he was earning prior to the
date of termination of his employment.  In addition, the Company paid
Dr. Eldridge $4,901.64 in respect of benefits during the period between January
8, 2008 to March 31, 2008 inclusive.  The aggregate gross basic salary
amount paid to Dr. Eldridge during such period, plus $1,225.41, will be deducted
from his severance entitlement, which now will become due and payable on the
earliest to occur of (i) June 30, 2008, (ii) the date on which the Company
closes a financing for total gross proceeds in an aggregate amount of at least
$10,000,000, whether by way of debt, equity or otherwise, and whether such
financing is effected in a single transaction or a series of related or
unrelated transactions, and (iii) a change of control of the
Company.  In addition, subject to obtaining the requisite approval of
the Company’s stockholders therefor, notwithstanding the termination of
employment of Dr. Eldridge, the Company has agreed to extend the respective
terms of the time-based stock options of the Company, held by him, until the
tenth anniversaries of their respective dates of grant.  Dr. Eldridge
holds an aggregate of 126,722 of such stock options, of which 36,924 were
granted on October 1, 2002, 59,798 were granted on July 1, 2003 and 30,000 were
granted on July 3, 2007.





On March
3, 2008, Dr. Eldridge agreed to accept up to 50% of his remaining severance
entitlement in stock options of the Company (subject to the Company obtaining
all requisite corporate approval therefor, including the approval of the
Company’s stockholders), with the balance to be paid in cash.





Nozait
Chaudry-Rao





On
February 10, 2006, OccuLogix entered into an employment agreement with Dr.
Nozait Chaudry-Rao, who was the Company’s Vice President, Clinical Research
until January 31, 2008.  Until the without-cause termination of her
employment with the Company on January 31, 2008, Dr. Nozait Chaudry-Rao received
an annual base salary of $207,000 and, at the discretion of the Compensation
Committee, was entitled to an annual bonus of up to 25% of her annual base
salary.  Dr. Chaudry-Rao also was entitled to receive, and received,
stock options pursuant to the 2002 Stock Option Plan.





Under her
employment agreement, upon the termination of her employment with the Company on
January 31, 2008, Dr. Chaudry-Rao was entitled to a lump-sum severance payment
in an amount equal to 12 months’ of her basic salary plus 2.5% of such amount in
respect of her entitlement to benefits.  She voluntarily agreed to a
modification to the timetable according to which her severance would be
paid.





Accordingly,
from January 31, 2008 to March 31, 2008 inclusive, the Company continued to pay
Dr. Chaudry-Rao, on a semi-monthly basis according to the Company’s regular
payroll practices, amounts equal to the basic salary that she was earning prior
to the date of termination of her employment.  The aggregate gross
amount paid to Dr. Chaudry-Rao during such period will be deducted from her
severance entitlement, which now will become due and payable on the earliest to
occur of (i) June 30, 2008, (ii) the date on which the Company closes a
financing for total gross proceeds in an aggregate amount of at least
$10,000,000, whether by way of debt, equity or otherwise, and whether such
financing is effected in a single transaction or a series of related or
unrelated transactions, and (iii) a change of control of the
Company.  In addition, subject to obtaining the requisite approval of
the Company’s stockholders therefor, notwithstanding the termination of
employment of Dr. Chaudry-Rao, the Company has agreed to extend the respective
terms of the time-based stock options of the Company, held by her, until the
tenth anniversaries of their respective dates of grant.  Dr.
Chaudry-Rao holds an aggregate of 110,000 of such stock options, of which 80,000
were granted on February 10, 2006 and 30,000 were granted on July 3,
2007.





On March
3, 2008, Dr. Chaudry-Rao agreed to accept up to 50% of her remaining severance
entitlement in stock options of the Company (subject to the Company obtaining
all requisite corporate approval therefor, including the approval of the
Company’s stockholders), with the balance to be paid in cash.




Equity
Compensation Plan Information as of December 31, 2007
 
 The
following table sets forth certain information, as of December 31, 2007, with
respect to each equity plan or arrangement pursuant to which options, warrants
or rights to purchase shares of OccuLogix’s common stock have been
granted.
 
 Plan
    Category
                  
                  Number ofShares toBe Issued Upon Exercise of
      Outstanding Options, Warrants and Rights
                  
                  
                  Weighted-Average
                    Exercise Price
      of
                    Outstanding
      Options,
                    Warrants and
      Rights
                  
                  
                  Number of Shares Remaining
      Available for Future Issuance under Equity Compensation Plans (excluding
      shares reflected in the first column)As ofDecember 31,
      2007Equity compensation plans approved
      by stockholders
                  
                  
                  4,215,387
                  
                  
                  $
                  1.59
                  
                  
                  
                  1,868,435Equity
      compensation plans not approved by stockholders
                  
                  
                  572,000
                  
                  
                  $
                  2.01
                  
                  
                  
                  --Total
                  
                  
                  4,787,387
                  
                  
                  $
                  1.64
                  
                  
                  
                  1,868,435





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.





The
following table shows information regarding the beneficial ownership of the
Company’s and TLC Vision Corporation’s common stock as of the date of
this Amendment No. 1 by:





·
            each
      person who is known by OccuLogix to own beneficially more than 5% of the
      Company’s common stock;





·
            each
      person who is a member of the
Board;





·
            each
      person who is one of the Company’s executive officers;
  and





·
            all
      persons who are members of the Board and the Company’s executive officers
      as a group.





Beneficial
ownership of shares is determined in accordance with SEC rules and generally
includes any shares over which a person exercises sole or shared voting or
investment power.  The information set forth below is based on
57,306,145 shares of OccuLogix’s common stock outstanding as of the date of
this Amendment No.1 and on 50,297,018 shares of TLC Vision’s common stock
outstanding as at the date of this Amendment No.1.  Common stock
underlying stock options that are presently exercisable or exercisable within 60
days of the date of this Amendment No.1 are deemed to be outstanding and
beneficially owned by the person holding the stock options for the purpose of
computing the ownership percentage of that person, but are not considered
outstanding for the purpose of computing the percentage ownership of any other
person.





Except as
indicated in the footnotes to this table, to the Company’s knowledge, each
stockholder in the table has sole voting and investment power for the shares
shown as beneficially owned by such stockholder. Except as otherwise noted, each
person’s address is c/o OccuLogix, Inc., 2600 Skymark Avenue, Unit 9, Suite 201,
Mississauga, Ontario, L4W 5B2.


Name
      of Beneficial Owner
            
            Shares
      Beneficially Owned
            
            
            Percentage
      of Shares Beneficially Owned
            
            
            TLC
      Vision Corporation Common Shares Beneficially Owned
            
            
            Percentage
      of TLC Vision Common Shares Beneficially OwnedTLC
      Vision Corporation(1)
            
            
            18,770,302
            
            
            
            32.8
            %
            
            
            --
            
            
            
            *Diamed
      Medizintechnik GmbH(2)
            
            
            4,332,234
            
            
            
            7.6
            %
            
            
            --
            
            
            
            *Elias
      Vamvakas
            
            
            2,729,345
            
            
            
            4.8
            %
            
            
            1,120,266
            
            
            
            2.2
            %William
      G. Dumencu
            
            
            100,000
            
            
            
            *
            
            
            
            1,500
            
            
            
            *Thomas
      P. Reeves
            
            
            314,166
            
            
            
            *
            
            
            
            --
            
            
            
            *Suh
      Kim
            
            
            33,333
            
            
            
            *
            
            
            
            --
            
            
            
            *Thomas
      N. Davidson
            
            
            123,000
            
            
            
            *
            
            
            
            112,127
            
            
            
            *Jay
      T. Holmes
            
            
            94,000
            (3)
            
            
            *
            
            
            
            --
            
            
            
            *Richard
      L. Lindstrom
            
            
            70,000
            
            
            
            *
            
            
            
            124,000
            
            
            
            *Georges
      Noël
            
            
            70,000
            
            
            
            *
            
            
            
            --
            
            
            
            *Gilbert
      S. Omenn
            
            
            40,000
            
            
            
            *
            
            
            
            --
            
            
            
            *Adrienne
      L. Graves
            
            
            40,725
            
            
            
            *
            
            
            
            --
            
            
            
            *All
      directors and executive officers as a group (17 persons)
            
            
            3,614,569
            (4)
            
            
            6.3
            %
            
            
            1,357,893
            (5)
            
            
            2.7
            %








*  Less
than 1%.





(1)
            Of
      such shares, 981,926 are owned directly by TLC Vision and 17,788,376 are
      owned by TLC Vision (USA) Corporation, a wholly-owned subsidiary of TLC
      Vision.  TLC Vision is a widely held public
      company.  TLC Vision’s address is 5280 Solar Drive, Suite 100,
      Mississauga, Ontario, L4W 5M8.


(2)
            Diamed
      is controlled by Mr. Hans Stock.  Diamed’s address is
      Stadtwaldgürtel 77, 50935 Köln,
Germany.


(3)
            12,000
      shares are beneficially owned by Mr. Holmes’
  wife.


(4)
            This
      does not include family members of directors or executive
      officers.  This includes 1,592,082 shares of common stock
      related to stock options currently
outstanding.


(5)
            This
      does not include family members of directors or executive
      officers.  This includes 170,500 shares of common stock related
      to stock options currently
outstanding.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.





Indebtedness
of Directors and Officers





No
officer, director or employee, or former officer, director or employee, of the
Company or any of its subsidiaries, or associate of any such officer, director
or employee is currently or has been indebted (other than routine indebtedness
of employees and non-executive officers), at any time since January 1,
2007, to the Company or any of its subsidiaries.





Review
and Approval of Related Party Transactions





The
Company’s General Counsel is primarily responsible for reviewing all
relationships and transactions in which the Company, on the one hand, and its
significant stockholders or the Company’s directors and executive officers, or
members of their respective immediate families, on the other hand, are
participants and for assessing whether any of such persons has a direct or
indirect material interest.  The Company’s General Counsel is also
primarily responsible for developing and implementing processes to obtain
information relevant to such review from the Company’s significant stockholders
and its directors and executive officers.  Transactions that are
determined to necessitate disclosure pursuant to the SEC’s rules are disclosed
in the Company’s proxy statement and are brought to the Board for pre-approval
or ratification, as the case may be.  Any director who has a material
interest in such a transaction (or whose family member has such a material
interest) will declare his or her interest and will recuse himself or herself
from any decision of the Board in connection with such matter.





Interests
of Insiders in Prior and Proposed Transactions





TLC
Vision





TLC
Vision beneficially owns approximately 32.8% of the Company’s issued and
outstanding common stock or approximately 28.9% on a fully diluted
basis.  Mr. Vamvakas, formerly a director of TLC Vision and its past
Chairman and CEO, became our Chairman in 2003 and is also our CEO.  In
addition, one of our other directors, Dr. Lindstrom, is also a director of TLC
Vision.  One of our other directors, Mr. Davidson, also was a director
of TLC Vision until December 2007, and another of our directors, Mr. Holmes, is
currently standing for election to the board of directors of TLC
Vision.





TLC
Vision provides to OccuLogix certain information technology and administrative
support and also makes available certain of its employee benefit plans,
including health and dental insurance plans, to employees of
OccuLogix.  During the financial year ended December 31, 2007, the
Company paid to TLC Vision an aggregate of approximately $12,685 and $244,445 in
respect of these services.





John
Cornish and Apheresis Technologies Inc.





John
Cornish is one of the Company’s stockholders and, until January 2008, was the
Company’s Vice President, Operations.  He was also one of the
Company’s directors from April 1997 to September 2004.





Apheresis
Technologies, Inc., or Apheresis Technologies, of which Mr. Cornish is the
President, was spun off from OccuLogix in 2002, and, as a result, OccuLogix’s
stockholders at the time, which did not include TLC Vision, became stockholders
of Apheresis Technologies.  Mr. Cornish and his family are the most
significant stockholders of Apheresis Technologies, holding an aggregate of
approximately 25% of the outstanding stock of Apheresis
Technologies.  Diamed Medizintechnik GmbH (“Diamed”) and Hans Stock
are currently stockholders of the Company and together own approximately 11% of
the outstanding stock of Apheresis Technologies.  Diamed is a
significant stockholder of the Company, and Mr. Stock is the controlling
shareholder of Diamed.





During
the financial year ended December 31, 2007, Apheresis Technologies made
available to OccuLogix, upon request, the services of certain of Apheresis
Technologies’ employees and consultants on a per diembasis.  During the financial year ended December 31, 2007,
OccuLogix paid Apheresis Technologies $98,769 under this
arrangement.





Mr.
Cornish also owns and manages Cornish Properties, which leased space to
OccuLogix in Palm Harbor, Florida, for clinical trial activities, office space
and storage under a lease that expired on December 31, 2007.  During
the financial year ended December 31, 2007, the Company paid rent to Cornish
Properties in the amount of $26,016.





Elias
Vamvakas





On
November 30, 2006, Mr. Vamvakas agreed to provide the Company with a standby
commitment to purchase convertible debentures of the Company in an aggregate
principal amount of up to $8,000,000.  When the Company raised gross
proceeds in the amount of $10,016,000 on February 6, 2007 in a private placement
of shares of its common stock and warrants, the commitment amount under Mr.
Vamvakas’ standby commitment was reduced to zero, thus effectively terminating
the standby commitment.  No portion of the standby commitment was ever
drawn down by the Company, and the Company paid Mr. Vamvakas a total of $29,808
in commitment fees in February 2007.





Doug
P. Adams and Peter M. Adams





Prior to
the Company’s acquisition of Solx, Inc., or SOLX, on September 1, 2006, Mr. Doug
P. Adams served as the President and Chief Executive Officer of SOLX and was a
significant stockholder of SOLX.  As of September 1, 2006, the closing
date of the acquisition, Mr. Adams became an executive officer of the Company
and remained an executive officer of the Company until December 19, 2007, the
date on which the Company sold SOLX to Solx Acquisition, Inc., or Solx
Acquisition.  The Company has paid Mr. Adams a total of $1,615,930 and
issued to him 1,309,329 shares of its common stock in consideration of his
proportionate share of the purchase price of SOLX.  Until the
assumption, on December 19, 2007, by Solx Acquisition, Inc. of OccuLogix’s
obligation to pay $5,000,000 to the former stockholders of SOLX on September 1,
2008 in satisfaction of the outstanding balance of the purchase price of SOLX,
Mr. Adams was owed $1,024,263 by the Company in consideration of his
proportionate share of the outstanding balance of the purchase price of
SOLX.  See “—Solx Acquisition, Inc.”.





In
addition, in connection with the Company’s acquisition of SOLX, the Company has
paid Peter M. Adams, Doug P. Adams’ brother, a total of $371,095 and issued
to him and his spouse an aggregate of 300,452 shares of its common stock in
consideration of Mr. Peter M. Adams’ proportionate share of the purchase price
of SOLX.  Until the assumption, on December 19, 2007, by Solx
Acquisition, of OccuLogix’s obligation to pay $5,000,000 to the former
stockholders of SOLX on September 1, 2008 in satisfaction of the outstanding
balance of the purchase price of SOLX, the Company owed Mr. Peter M. Adams
$236,917 in consideration of his proportionate share of the outstanding balance
of the purchase price of SOLX.





Solx
Acquisition, Inc.





On
December 19, 2007, we sold SOLX to Solx Acquisition, a company wholly owned by
Doug P. Adams who, until the closing of the sale, was an executive officer of
OccuLogix.  The consideration for the purchase and sale of all of the
issued and outstanding shares of the capital stock of SOLX consisted
of:  (i) on December 19, 2007, the closing date of the sale, the
assumption by Solx Acquisition of all of the liabilities of OccuLogix, as they
related to SOLX’s business, incurred on or after December 1, 2007, and
OccuLogix’s obligation to make a $5,000,000 payment to the former stockholders
of SOLX due on September 1, 2008 in satisfaction of the outstanding balance of
the purchase price of SOLX; (ii) on or prior to February 15, 2008, the payment
by Solx Acquisition of all of the expenses that OccuLogix had paid to the
closing date, as they related to SOLX’s business during the period commencing on
December 1, 2007; (iii) during the period commencing on the closing date and
ending on the date on which SOLX achieves a positive cash flow, the payment by
Solx Acquisition of a royalty equal to 3% of the worldwide net sales of the SOLX
790 Laser and the SOLX Gold Shunt, including next-generation or future models or
versions of these products; and (iv) following the date on which SOLX achieves a
positive cash flow, the payment by Solx Acquisition of a royalty equal to 5% of
the worldwide net sales of these products.  In order to secure the
obligation of Solx Acquisition to make these royalty payments, SOLX granted to
OccuLogix a subordinated security interest in certain of its intellectual
property.





Marchant
Securities Inc.





Marchant
Securities Inc., or Marchant, is a firm indirectly beneficially owned as to
approximately 32% by Mr. Vamvakas and members of his family.  Marchant
introduced the Company to the lenders of the $3,000,000 aggregate principal
amount bridge loan that the Company secured and announced on February 19,
2008.  For such service, Marchant was paid a commission of $180,000,
being 6% of the aggregate principal amount of the loan.





The
Company also has retained Marchant in connection with the proposed private
placement of up to $6,500,000 of OccuLogix’s common stock, announced by the
Company on April 22, 2008, for which Marchant will be paid a commission of 6% of
the gross aggregate proceeds of such private placement.  Subject to
obtaining any and all requisite stockholder and regulatory approvals, 50% of the
commission, plus $90,000 of the commission, will be paid to Marchant in the form
of equity securities of the Company.





No
Other Interest





None of
the principal stockholders, senior officers or directors of the Company, or any
of their associates or subsidiaries, has any other interest in any other
transaction since January 1, 2007or any other proposed
transaction that has materially affected or would materially affect the Company
or its subsidiaries.





Director
Independence





The Board
believes that Messrs. Davidson, Holmes and Noël and Drs. Graves and Omenn are
independent directors under the guidelines of the Canadian securities regulatory
authorities and under NASDAQ and SEC rules.  The Board does not
believe that Dr. Lindstrom is an independent director under such guidelines and
rules as result of certain business relationships that he and his associates
have with TLC Vision and certain of its affiliates.







ITEM
      14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES.





Fees
Billed by External Auditors





Ernst
& Young LLP, the Company’s independent auditors, billed the Company for the
following fees in the last two fiscal years:





Year
      Ended December 31,2007
            (C$)
            
            
            2006
            (C$)Fees
      for Audit Services
            
            $
            438,000
            
            
            $
            360,000Fees
      for Audit-Related Services
            
            $
            23,400
            
            
            $
            9,000Fees
      for Tax Services
            
            $
            5,600
            
            
            $
            10,000All
      Other Fees
            
            
            --
            
            
            
            --





Audit
fees for the financial years ended December 31, 2007 and 2006 were for
professional services provided in connection with the audit of the Company’s
annual consolidated financial statements,  review of the Company’s
quarterly consolidated financial statements, accounting matters directly related
to the annual audits, the assessment and testing of internal controls for
purposes of compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and
audit services provided in connection with other statutory or regulatory
filings.  Audit fees for the financial year ended December 31, 2007
also included approximately C$60,000 for services provided in connection with
the audit of historical financial statements of OcuSense, Inc., or OcuSense, in
preparation for OccuLogix’s proposed acquisition of the minority ownership stake
of OcuSense, announced on April 22, 2008 .





The
audit-related fees for the financial years ended December 31, 2007 and 2006 were
for assurance and related services that were reasonably related to the
performance of the audit or review of the Company’s financial statements but
that were not included in audit fees.  Fees charged for audit-related
services for the financial year ended December 31, 2007 were in respect of
professional services rendered in connection with the accounting of warrants and
the adoption and application of FIN48 for income taxes.  Fees charged
for audit-related services for the financial year ended December 31, 2006 were
in respect of professional services rendered in connection with the audit of the
Company’s adoption of the provisions of SFAS No. 123R and the calculation of the
Company’s goodwill impairment.  The fees for tax services incurred
during the financial years ended December 31, 2007 and 2006 were related to
commodity tax advisory services.





Ernst
& Young LLP did not provide any services in the last two fiscal years, other
than those described above.





Pre-Approval
Policies and Procedures





The Audit
Committee has concluded that the above-described non-audit services did not
adversely impact the independence of Ernst & Young LLP.  All audit
fees relating to the audit for the financial year ended December 31, 2007 were
approved in advance, or are in the process of being approved, by the Audit
Committee.  All audit-related fees relating to the audit for the
financial year ended December 31, 2006 were approved in advance by the Audit
Committee.  Generally, all audit and non-audit services to be provided
by Ernst & Young LLP are, and will continue to be, pre-approved by the
Audit Committee.





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment No. 1 to be signed on
its behalf by the undersigned thereunto duly authorized.





Dated:  April 29, 2008
            OCCULOGIX,
      INC.By:
            /s/
      Elias VamvakasElias
      VamvakasChief
      Executive Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, this Amendment
No. 1 has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.







Dated:  April 29, 2008
            By:
            /s/
      Elias VamvakasElias
      VamvakasChief
      Executive Officer andChairman
      of Board of DirectorsDated:  April 29, 2008
            By:
            /s/
      William G. DumencuWilliam
      G. DumencuChief
      Financial Officer and TreasurerDated:  April 29, 2008
            By:
            /s/
      Jay T. HolmesJay
      T. HolmesDirectorDated:  April 29, 2008
            By:
            /s/
      Thomas N. DavidsonThomas
      N. DavidsonDirectorDated:  April 29, 2008
            By:
            /s/
      Richard L. LindstromRichard
      L. Lindstrom, M.D.DirectorDated:  April 29, 2008
            By:
            /s/
      Georges NoëlGeorges
      NoëlDirectorDated:  April 29, 2008
            By:
            /s/
      Adrienne L. GravesAdrienne
      L. GravesDirectorDated:  April 29, 2008
            By:
            /s/
      Gilbert S. OmennGilbert
      S. OmennDirector







3.
            Index to Exhibits






2.1
              Form
      of Plan of Reorganization (incorporated by reference to Exhibit 2.1 to the
      Registrant’s Registration Statement on Form S-1/A No. 4, filed with the
      Commission on December 6, 2004 (file no. 333-118024)).3.1
              Amended
      and Restated Certificate of Incorporation of the Registrant as currently
      in effect (incorporated by reference to Exhibit 10.4 to the Registrant’s
      Registration Statement on Form S-1/A No. 3, filed with the Commission on
      November 16, 2004 (file no. 333-118024)).3.2
              Amended
      and Restated By-Laws of the Registrant as currently in effect
      (incorporated by reference to Exhibit 10.4 to the Registrant’s
      Registration Statement on Form S-1/A No. 3, filed with the Commission on
      November 16, 2004 (file no. 333-118024)).10.1
              Amended
      and Restated Marketing and Distribution Agreement dated October 25, 2004
      between Diamed Medizintechnik GmbH and the Registrant (incorporated by
      reference to Exhibit 10.6 to the Registrant’s Registration Statement on
      Form S-1/A No. 1, filed with the Commission on October 7, 2004 (file no.
      333-118024)).10.2
              Amended
      and Restated Patent License and Royalty Agreement dated October 25, 2004
      between the Registrant and Dr. Richard Brunner (incorporated by reference
      to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1/A
      No. 1, filed with the Commission on October 7, 2004 (file no.
      333-118024)).10.3
              Amended
      and Restated Patent License and Royalty Agreement dated October 25, 2004
      between the Registrant and Hans Stock (incorporated by reference to
      Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1/A No.
      1, filed with the Commission on October 7, 2004 (file no.
      333-118024)).10.4
              Employment
      Agreement between the Registrant and Elias Vamvakas dated September 1,
      2004 (incorporated by reference to Exhibit 10.13 to the Registrant’s
      Registration Statement on Form S-1/A No. 1, filed with the Commission on
      October 7, 2004 (file no. 333-118024)).10.5
              Employment
      Agreement between the Registrant and Thomas P. Reeves dated August 1, 2004
      (incorporated by reference to Exhibit 10.14 to the Registrant’s
      Registration Statement on Form S-1/A No. 1, filed with the Commission on
      October 7, 2004 (file no. 333-118024)).10.6
              Rental
      Agreement between the Registrant and Cornish Properties Corporation dated
      January 1, 2004 (incorporated by reference to Exhibit 10.27 to the
      Registrant’s Registration Statement on Form S-1/A No. 4, filed with the
      Commission on December 6, 2004 (file no. 333-118024)).10.7
              Agreement
      between the Registrant and Rheogenx Biosciences Corporation dated March
      28, 2005 (incorporated by reference to Exhibit 10.2 to the Registrant’s
      Quarterly Report on Form 10-Q, filed with the Commission on May 6, 2005
      (file no. 000-51030)).10.8
              Amending
      Agreement between the Registrant and Thomas P. Reeves, dated as of July 1,
      2005, amending the Employment Agreement between the Registrant and Thomas
      P. Reeves dated August 2004 (incorporated by reference to Exhibit 10.4 to
      the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission
      on August 8, 2005 (file no. 000-51030)).10.9
              Option
      Agreement between Steve Parks and the Registrant dated as of October 4,
      2005 (incorporated by reference to Exhibit 10.4 to the Registrant’s
      Quarterly Report on Form 10-Q, filed with the Commission on November 10,
      2005 (file no. 000-51030)).10.10
              Release
      Agreement between John Caloz and the Registrant, dated as of April 13,
      2006, terminating the Employment Agreement between the Registrant and John
      Caloz dated May 18, 2006 (incorporated by reference to Exhibit 10.2 to the
      Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on
      May 10, 2006 (file no.
000-51030)).
  
  10.11
              Release
      Agreement between Irving Siegel and the Registrant, dated as of April 13,
      2006, terminating the Employment Agreement between the Registrant and
      Irving Siegel dated as of August 3, 2003, as amended by the Amending
      Agreement between the Registrant and Irving Siegel dated as of September
      1, 2005 (incorporated by reference to Exhibit 10.3 to the Registrant’s
      Quarterly Report on Form 10-Q, filed with the Commission on May 10, 2006
      (file no. 000-51030)).10.12
              Termination
      Agreement among the Registrant, AMD Medical Services Inc., Irving Siegel,
      OccuLogix Canada Corp., Rheo Clinic Inc. and TLC Vision Corporation, dated
      as of April 13, 2006, terminating, among other things, the Consulting
      Agreement among the Registrant, AMD Medical Services Inc. and Irving
      Siegel dated September 1, 2005 (incorporated by reference to Exhibit 10.4
      to the Registrant’s Quarterly Report on Form 10-Q, filed with the
      Commission on May 10, 2006 (file no. 000-51030)).10.13
              Amending
      Agreement between the Registrant and Nozhat Choudry, dated as of April 1,
      2006, amending the Employment Agreement between the Registrant and Nozhat
      Choudry dated as of February 10, 2006 (incorporated by reference to
      Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q, filed with
      the Commission on May 10, 2006 (file no. 000-51030)).10.14
              Amending
      Agreement between the Registrant and John Cornish, dated as of April 13,
      2006, amending the Employment Agreement between the Registrant and John
      Cornish dated as of April 1, 2005, as amended by the Amending Agreement
      between the Registrant and John Cornish dated as of June 1, 2005
      (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly
      Report on Form 10-Q, filed with the Commission on May 10, 2006 (file no.
      000-51030)).10.15
              Convertible
      Unsecured Promissory Note of Solx, Inc., dated April 1, 2006, in the
      principal amount of $2,000,000 (incorporated by reference to Exhibit 10.8
      to the Registrant’s Quarterly Report on Form 10-Q/A, filed with the
      Commission on May 25, 2006 (file no. 000-51030)).10.16
              Agreement
      and Plan of Merger, dated as of August 1, 2006, by and among the
      Registrant, OccuLogix Mergeco, Inc., Solx, Inc. and Doug P. Adams, John
      Sullivan and Peter M. Adams, acting, in each case, in his capacity as a
      member of the Stockholder Representative Committee referred to therein
      (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly
      Report on Form 10-Q, filed with the Commission on August 9, 2006 (file no.
      000-51030)).10.17
              Convertible
      Unsecured Promissory Note of Solx, Inc., dated August 1, 2006, in the
      principal amount of $240,000 (incorporated by reference to Exhibit 10.2 to
      the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission
      on August 9, 2006 (file no. 000-51030)).10.18
              Employment
      Agreement between the Registrant and Doug P. Adams dated as of September
      1, 2006 (incorporated by reference to Exhibit 10.41 to the Registrant’s
      Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007
      (file no. 000-51030)).10.19
              Registration
      Rights Agreement, dated as of September 1, 2006, among the Registrant,
      Doug P. Adams, John Sullivan and Peter M. Adams, acting, in each case, in
      his capacity as a member of the Stockholder Representative Committee
      referred to in the Agreement and Plan of Merger, dated as of August 1,
      2006, by and among the Registrant, OccuLogix Mergeco, Inc., Solx, Inc. and
      Doug P. Adams, John Sullivan and Peter M. Adams, acting, in each case, in
      his capacity as a member of the Stockholder Representative Committee
      referred to therein (incorporated by reference to Exhibit 10.42 to the
      Registrant’s Annual Report on Form 10-K/A, filed with the Commission on
      March 29, 2007 (file no. 000-51030)).10.20
              2006
      Distributorship Agreement between Asahi Kasei Medical Co., Ltd. and the
      Registrant dated October 20, 2006 (incorporated by reference to Exhibit
      10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the
      Commission on November 9, 2006 (file no.
  000-51030)).
  
  10.21
              Summary
      of Terms and Conditions between the Registrant and Elias Vamvakas dated
      November 30, 2006 (incorporated by reference to Exhibit 10.44 to the
      Registrant’s Annual Report on Form 10-K/A, filed with the Commission on
      March 29, 2007 (file no. 000-51030)).10.22
              Series
      A Stock Purchase Agreement by and among OcuSense, Inc. and the Registrant
      dated as of November 30, 2006 (incorporated by reference to Exhibit 10.45
      to the Registrant’s Annual Report on Form 10-K/A, filed with the
      Commission on March 29, 2007 (file no. 000-51030)).  (Exhibits
      have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be
      provided to the Securities and Exchange Commission upon
      request.)10.23
              Securities
      Purchase Agreement, dated as of February 1, 2007, by and among the
      Registrant and the investors listed on the Schedule of Investors attached
      thereto as Exhibit A (incorporated by reference to Exhibit 10.1 to the
      Registrant’s Current Report on Form 8-K, filed with the Commission on
      February 6, 2007 (file no. 000-51030)).10.24
              Employment
      Agreement between the Registrant and Suh Kim dated as of March 12, 2007
      (incorporated by reference to Exhibit 10.47 to the Registrant’s Annual
      Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file
      no. 000-51030)).10.25
              License
      Agreement between OcuSense, Inc. and The Regents of the University of
      California dated March 12, 2003 (incorporated by reference to Exhibit
      10.48 to the Registrant’s Annual Report on Form 10-K/A, filed with the
      Commission on March 29, 2007 (file no. 000-51030)).  (Portions
      of this exhibit have been omitted pursuant to a request for confidential
      treatment.)10.26
              Amendment
      No. 1, dated June 9, 2003, to the License Agreement between OcuSense, Inc.
      and The Regents of the University of California dated March 12, 2003
      (incorporated by reference to Exhibit 10.49 to the Registrant’s Annual
      Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file
      no. 000-51030)).10.27
              Amendment
      No. 2, dated September 5, 2005, to the License Agreement between OcuSense,
      Inc. and The Regents of the University of California dated March 12, 2003
      (incorporated by reference to Exhibit 10.50 to the Registrant’s Annual
      Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file
      no. 000-51030)).  (Portions of this exhibit have been omitted
      pursuant to a request for confidential treatment.)10.28
              Amendment
      No. 3, dated July 7, 2006, to the License Agreement between OcuSense, Inc.
      and The Regents of the University of California dated March 12, 2003
      (incorporated by reference to Exhibit 10.51 to the Registrant’s Annual
      Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file
      no. 000-51030)).10.29
              Amendment
      No. 4, dated October 9, 2006, to the License Agreement between OcuSense,
      Inc. and The Regents of the University of California dated March 12, 2003
      (incorporated by reference to Exhibit 10.52 to the Registrant’s Annual
      Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file
      no. 000-51030)).10.30
              Terms
      of Business, dated February 5, 2007, between Invetech Pty Ltd and
      OcuSense, Inc.10.31
              Amendment
      No. 5, dated June 29, 2007, to the License Agreement between OcuSense,
      Inc. and The Regents of the University of California dated March 12, 2003.
      (Portions of this exhibit have been omitted pursuant to a request for
      confidential treatment.)10.32
              Lease,
      dated October 17, 2005, between Penyork Properties III Inc. and the
      Registrant.10.33
              Lease
      Amending Agreement, dated as of March 9, 2007, between the Registrant and
      2600 Skymark Investments Inc., amending the Lease between Penyork
      Properties III Inc. and the Registrant dated October 17,
    2005.
  
  10.34
              2002
      Stock Option Plan, as amended and restated on June 29,
    2007.10.35
              Manufacturing
      and Development Agreement, dated October 25, 2007, between MiniFAB (Aust)
      Pty Ltd and OcuSense, Inc.  (Portions of this exhibit have been
      omitted pursuant to a request for confidential
  treatment.)10.36
              First
      Amendment to Series A Preferred Stock Purchase Agreement, dated October
      29, 2007, between OcuSense, Inc. and the Registrant (incorporated by
      reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form
      10-Q, filed with the Commission on November 9, 2007 (file no.
      000-51030)).10.37
              Research
      Agreement, dated as of December 13, 2007, between * and OcuSense, Inc.
      (Portions of this exhibit have been omitted pursuant to a request for
      confidential treatment.)10.38
              Stock
      Purchase Agreement, dated as of December 19, 2007, between the Registrant
      and Solx Acquisition, Inc.  (Exhibits have been omitted pursuant
      to Item 601(b)(2) of Regulation S-K and will be provided to the Commission
      upon request.)10.39
              Amending
      Agreement, dated as of December 19, 2007, by and among the Registrant,
      Solx, Inc. and Peter M. Adams, acting for and on behalf of the Stockholder
      Representative Committee, amending the Agreement and Plan of Merger, dated
      as of August 1, 2006, by and among the Registrant, OccuLogix Mergeco,
      Inc., Solx, Inc. and Doug P. Adams, John Sullivan and Peter M. Adams,
      acting in each case, in his capacity as a member of the Stockholder
      Representative Committee referred to therein.10.40
              Termination
      Agreement, dated as of December 19, 2007, between Doug P. Adams and the
      Registrant, terminating the Employment Agreement between the Registrant
      and Doug P. Adams dated as of September 1, 2006.10.41
              Limited
      Guaranty, dated as of December 19, 2007, by Doug P. Adams for the benefit
      of the Registrant.10.42
              Security
      Agreement, dated as of December 19, 2007, by Solx, Inc. in favor of the
      Registrant.10.43
              Letter
      Agreement, dated December 20, 2007, between the Registrant and Solx
      Acquisition, Inc.10.44
              Termination
      Agreement, dated as of January 4, 2008, between John Cornish and the
      Registrant, terminating the Employment Agreement between the Registrant
      and John Cornish dated as of April 1, 2005, as amended.10.45
              Termination
      Agreement, dated as of January 4, 2008, between Julie Fotheringham and the
      Registrant, terminating the Employment Agreement between the Registrant
      and Julie Fotheringham dated September 1, 2004.10.46
              Termination
      Agreement, dated as of January 4, 2008, between Stephen Parks and the
      Registrant, terminating the Employment Agreement between Stephen Parks and
      the Registrant dated as of October 4, 2005.10.47
              Termination
      Agreement, dated as of January 8, 2008, between David C. Eldridge and the
      Registrant, terminating the Employment Agreement between the Registrant
      and Dr. David Eldridge dated November 9, 2004.10.48
              Termination
      Agreement, dated as of January 31, 2008, between Nozhat Choudry and the
      Registrant, terminating the Employment Agreement between Nozhat Choudry
      and the Registrant, as amended.
  
  10.49
              Termination
      Agreement, dated as of January 31, 2008, between Stephen Kilmer and the
      Registrant, terminating the Employment Agreement between the Registrant
      and Stephen Kilmer dated July 30, 2004.10.50
              Loan
      Agreement, dated as of February 19, 2008, by and among the Registrant, the
      Lenders named therein and Marchant Securities Inc.10.51
              Share
      Pledge Agreement, dated as of February 19, 2008, by the Registrant in
      favor of Marchant Securities Inc., as collateral agent.10.52
              Employment
      Agreement, dated as of February 25, 2008, between the Registrant and
      William G. Dumencu.10.53
              Termination Agreement, dated as of
      February 25, 2008,
      between Asahi Kasei Kuraray Medical Co., Ltd and the
      Registrant10.54
              Amending
      Agreement, dated as of March 3, 2008, between Nozhat Choudry and the
      Registrant, amending the Termination Agreement between Nozhat Choudry and
      the Registrant dated as of January 31, 2008.10.55
              Amending
      Agreement, dated as of March 3, 2008, between John Cornish and the
      Registrant, amending the Termination Agreement between John Cornish and
      the Registrant dated as of January 4, 2008.10.56
              Amending
      Agreement, dated as of March 3, 2008, between David C. Eldridge and the
      Registrant, amending the Termination Agreement between David C. Eldridge
      and the Registrant dated as of January 8, 2008.10.57
              Amending
      Agreement, dated as of March 3, 2008, between Julie Fotheringham and the
      Registrant, amending the Termination Agreement between Julie Fotheringham
      and the Registrant dated as of January 4, 2008.10.58
              Amending
      Agreement, dated as of March 3, 2008, between Stephen Parks and the
      Registrant, amending the Termination Agreement between Stephen Parks and
      the Registrant dated as of January 4, 2008.14.1
              Code
      of Conduct of the Registrant (incorporated by reference to Exhibit 14.1 to
      the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission
      on November 10, 2005 (file no. 000-51030)).14.2
              Complaint
      and Reporting Procedures of the Registrant (incorporated by reference to
      Exhibit 14.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with
      the Commission on August 8, 2005 (file no. 000-51030)).21.1
              Subsidiaries
      of Registrant (incorporated by reference to Exhibit 21.1 to the
      Registrant’s Registration Statement on Form S-1/A No. 1, filed with the
      Commission on October 7, 2004 (file no. 333-118024)).23.1
              Consent
      of Ernst & Young LLP.24.1
              Power
      of Attorney (included on signature page).31.1
              CEO’s
      Certification required by Rule 13A-14(a) of the Securities Exchange Act of
      1934.31.2
              CFO’s
      Certification required by Rule 13A-14(a) of the Securities Exchange Act of
      1934.32.1
              CEO’s
      Certification of periodic financial reports pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, U.S.C. Section 1350.32.2
              CFO’s
      Certification of periodic financial reports pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002, U.S.C. Section
1350.