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                                                                   EXHIBIT 10.81



(QLT INC. LOGO)               EMPLOYMENT AGREEMENT

       This Employment Agreement is entered into as of February 20, 2003


BETWEEN:

     QLT INC., having an address of 887 Great Northern Way, Vancouver, British
     Columbia, V5T 4T5;

     ("QLT" or the "COMPANY")


AND:

     DR. MOHAMMAD AZAB, having an address of Suite 800, 1863 Alberni Street,
     Vancouver, British Columbia, V6G 3H8

     ("DR. AZAB").


WHEREAS:

A.   QLT is a world leader in the development and commercialization of
     proprietary pharmaceutical products for use in photodynamic therapy and has
     other active development programs ongoing in areas outside of photodynamic
     therapy;

B.   Dr. Azab is a senior executive officer of QLT;

C.   QLT has offered to Dr. Azab, and Dr. Azab has accepted, promotion to the
     position of Senior Vice President and Chief Medical Officer; and

D.   QLT and Dr. Azab wish to enter into this Agreement to set out the current
     terms and conditions of Dr. Azab's employment with QLT.

     NOW THEREFORE in consideration of $10.00, the promises made by each party
to the other as set out in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which the parties acknowledge and
agree, QLT and Dr. Azab agree as follows:


1.   POSITION AND DUTIES

1.1  POSITION - QLT will employ Dr. Azab in the position of Senior Vice
     President & Chief Medical Officer and Dr. Azab agrees to be employed by QLT
     in this position, subject to the terms and conditions of this Agreement.

1.2  DUTIES, REPORTING AND EFFORTS - In the performance of his duties as Senior
     Vice President & Chief Medical Officer, Dr. Azab shall:

     (a)  OVERALL RESPONSIBILITIES - Have overall responsibility for the
          development, implementation and coordination of the Company's Clinical
          drug development strategies, activities and programs, in accordance
          with the Company's business strategies and objectives, and serve as a
          member of the

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          Company's Executive Committee to provide leadership and direction in
          respect of the implementation and development of the Company's overall
          business strategies and objectives;

     (b)  REPORT - Report, as and when required, to the President;

     (c)  BEST EFFORTS - Use his best efforts, industry and knowledge to improve
          and increase QLT's business and to ensure that QLT is at all times in
          compliance with applicable provincial, state, federal and other
          governing statutes, policies and regulations pertaining to QLT
          business, and its drug development activities in particular;

all as is more specifically set out in his Accountability Statement, as may be
amended from time to time by the Company acting reasonably.


2.   COMPENSATION

2.1  ANNUAL COMPENSATION - In return for his services under this Agreement, the
     Company agrees to pay or otherwise provide the following total annual
     compensation to Dr. Azab:

     (a)  BASE SALARY - A base salary in the amount of $290,000.00 (U.S.) in 24
          equal installments payable semi-monthly in arrears, subject to
          periodic increases at the discretion of the President and the Board.

     (b)  BENEFIT PLANS - Coverage for Dr. Azab and his eligible dependents
          under any employee benefit plans provided by/through QLT to its
          employees, subject to:

          I.   Each plan's terms for eligibility,
          II.  Dr. Azab taking the necessary steps to ensure effective
               enrollment or registration under each plan, and
          III. Customary deductions of employee contributions for the premiums
               of each plan.

          As at the date of this Agreement, the employee benefit plans provided
          by/through QLT to its employees include life insurance, accidental
          death and dismemberment insurance, dependent life insurance,
          vision-care insurance, health insurance, dental insurance and short
          and long term disability insurance. QLT and Dr. Azab agree that
          employee benefit plans provided by/through QLT to its employees may
          change from time to time.

     (c)  EXPENSE REIMBURSEMENT - Reimbursement, in accordance with the
          Company's Policy and Procedures Manual (as amended from time to time),
          of all reasonable business related promotion, entertainment and/or
          travel expenses incurred by Dr. Azab, subject to him maintaining
          proper accounts and providing documentation for these expenses upon
          request.

     (d)  VACATION - twenty-five days of paid vacation per year, as may be
          increased from time to time in accordance with QLT's standard vacation
          policy. As per the Company's Policy and Procedures Manual (as amended
          from time to time), unless agreed to in writing by the Company:

          I.   All vacation must be taken within one year of the year in which
               it is earned by Dr. Azab, and
          II.  Vacation entitlement shall not be cumulative from year to year.

          I.   RRSP CONTRIBUTIONS - If Dr. Azab makes a contribution to his
               registered retirement savings plan (the "RRSP"), QLT will make a
               matching contribution to the RRSP of up to 7% of Dr. Azab's
               annual base salary in effect for the tax year in respect of which
               the contribution has been

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               made by Dr. Azab, to a maximum of 50% of the annual limit for
               Registered Retirement Savings Plans then in effect as established
               by Revenue Canada.

     (e)  CASH INCENTIVE COMPENSATION PLAN - Participation in the Cash Incentive
          Compensation Plan offered by QLT to its senior executives in
          accordance with the terms of such Plan, as amended from time to time
          by the Board. The amount of the payment granted, if any, is at the
          discretion of the Executive Compensation Committee of the Board. For
          2003 the target cash incentive compensation opportunity for Dr. Azab
          is 45% of Dr. Azab's annual base salary, the entitlement to which will
          be evaluated as to 80% based on the achievement by the Company of its
          corporate goals, and as to 20% based on the achievement by Dr. Azab of
          his individual goals.

     (f)  STOCK OPTION PLAN - Participation in any stock option plan offered by
          QLT to its employees, in accordance with the terms of the plan in
          effect at the time of the stock option offer(s).


3.   RESIGNATION

3.1  RESIGNATION - Dr. Azab may resign from his employment with QLT by giving
     QLT 60 days prior written notice (the "RESIGNATION NOTICE") of the
     effective date of his resignation. On receiving a Resignation Notice, QLT
     may elect to provide the following payments in lieu of notice to Dr. Azab
     and require him to leave the premises forthwith:

     (a)  BASE SALARY - Base salary owing to Dr. Azab for the 60-day notice
          period.

     (b)  BENEFITS - Except as set out below in this subparagraph 3.1(b), for
          the 60-day notice period, all employee benefit plan coverage enjoyed
          by Dr. Azab and his eligible dependents prior to the date of his
          Resignation Notice. Dr. Azab acknowledges and agrees that pension and
          short and long term disability plans provided through the Company will
          not be continued beyond the last day that Dr. Azab works at the
          Company's premises (the "LAST ACTIVE DAY").

     (c)  EXPENSE REIMBURSEMENT - Reimbursement (in accordance with the
          Company's Policy and Procedures Manual, as amended from time to time)
          of all reasonable business related promotion, entertainment and/or
          travel expenses incurred by Dr. Azab prior to his Last Active Day,
          subject to the expense reimbursement provisions set out in
          subparagraph 2.1(c).

     (d)  VACATION PAY - Payment in respect of accrued but unpaid vacation pay
          owing to Dr. Azab as at the expiry of the 60-day notice period.

     (e)  PRORATED RRSP CONTRIBUTION - A prorated matching contribution to Dr.
          Azab's RRSP, the pro-ration to be with respect to the portion of the
          current calendar year worked by Dr. Azab, up to and including the
          60-day notice period, subject to the contribution limits set out in
          subparagraph 2.1(e).

3.2  OTHERS - In the event of resignation of Dr. Azab as set out in paragraph
     3.1, the parties agree:

     (a)  NO BONUS - Dr. Azab will have no entitlement to participate in the
          Company's Cash Incentive Compensation Plan for the year in which he
          resigns his employment with QLT. Any Cash Incentive Compensation in
          respect of the previous calendar year which has not been paid to Dr.
          Azab will become due and payable; and

     (b)  STOCK OPTION PLAN - Dr. Azab's participation in any stock option plan
          offered by QLT to its employees shall be in accordance with the terms
          of the plan in effect at the time of the stock option offer(s) to Dr.
          Azab; and

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     (c)  RRSP MATCHING CONTRIBUTION - Any matching RRSP contribution in respect
          of the previous tax year not yet paid to Dr. Azab will become due and
          payable upon his tendering evidence of his contribution, subject to
          the limits set out in subparagraph 2.1(e).


4.   RETIREMENT

4.1  RETIREMENT - Effective the date of retirement (as defined in the Company's
     Policy and Procedures Manual, as amended from time to time) of Dr. Azab
     from active employment with the Company, the parties agree that:

     (a)  THIS AGREEMENT - Subject to the provisions of paragraph 10.5, both
          parties' rights and obligations under this Agreement will terminate
          without further notice or action by either party.

     (b)  STOCK OPTIONS -Dr. Azab's participation in any stock option plan
          offered by QLT to its employees shall be in accordance with the terms
          of the plan in effect at the time of the stock option offer(s) to Dr.
          Azab.


5.   TERMINATION

5.1  TERMINATION FOR CAUSE - QLT reserves the right to terminate Dr. Azab's
     employment at any time for any reason. Should Dr Azab be terminated for
     cause, he will not be entitled to any advance notice of termination or pay
     in lieu thereof.

     TERMINATION OTHER THAN FOR CAUSE - QLT reserves the right to terminate Dr.
     Azab's employment at any time without reason. However, if QLT terminates
     Dr. Azab's employment for any reason other than for cause, then, except in
     the case of Dr. Azab becoming completely disabled (which is provided for in
     paragraph 5.7) and subject to the provisions set forth below, Dr. Azab
     shall be entitled to receive notice, pay and/or benefits (or any
     combination of notice, pay and/or benefits) as more particularly set out in
     paragraph 5.3.

5.2  SEVERANCE NOTICE AND PAY - In the event QLT terminates Dr. Azab's
     employment as set out in paragraph 5.2, Dr. Azab shall be entitled to:

     (a)  NOTICE - Advance written notice of termination ("SEVERANCE NOTICE"),
          or pay in lieu thereof ("SEVERANCE PAY"), or any combination of
          Severance Notice and Severance Pay, as more particularly set out
          below:

          I.   A minimum of six months Severance Notice, or Severance Pay in
               lieu thereof, and

          II.  One additional month's Severance Notice for each complete year of
               continuous employment after February 15, 1997;

          up to a maximum total of 24 months' Severance Notice, or Severance Pay
          in lieu of Severance Notice. Dr. Azab acknowledges and agrees that
          Severance Pay is in respect of base salary only and will be made on a
          bi-weekly or monthly basis, at the Company's discretion.

     (b)  BENEFITS - Except as set out below, for 30 days after Dr. Azab's Last
          Active Day, all employee benefit plan coverage enjoyed by Dr. Azab and
          his dependents prior to the date of termination. Thereafter, and in
          lieu of employee benefit plan coverage, Dr. Azab shall receive
          compensation ("BENEFITS COMPENSATION") in the amount of 10% of his
          base salary for the balance of his Severance

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          Notice period. Dr. Azab acknowledges and agrees that pension and short
          and long term disability plans provided through the Company will not
          be continued beyond Dr. Azab's Last Active Day.

     (c)  OUT PLACEMENT COUNSELING - In the event QLT terminates Dr. Azab's
          employment as set out in paragraph 5.2, in the year following
          termination, QLT will pay to an out placement counseling service (to
          be agreed to by Dr. Azab and QLT) a maximum of Cdn $5,000 for
          assistance rendered to Dr. Azab in seeking alternative employment.

     (d)  OTHER COMPENSATION - In the event QLT terminates Dr. Azab's employment
          as set out in paragraph 5.2, the parties further agree as follows:

          I.   The Company will reimburse (in accordance with the Company's
               Policy and Procedures Manual, as amended from time to time) Dr.
               Azab for all reasonable business related promotion, entertainment
               and/or travel expenses incurred by Dr. Azab prior to the date of
               termination, subject to the expense reimbursement provisions set
               out in subparagraph 2.1(c).

          II.  The Company will make a payment to Dr. Azab in respect of his
               accrued but unpaid vacation pay to the date of termination.

          The Company will make a prorated matching contribution to Dr. Azab's
          RRSP, the pro-ration to be with respect to the portion of the current
          calendar year worked by Dr. Azab and the contribution to be subject to
          the limits set out in subparagraph 2.1(e). Any matching RRSP
          contribution in respect of the previous tax year not yet paid to Dr.
          Azab will become due and payable upon his tendering evidence of his
          contribution, subject to the limits set out in subparagraph 2.1(e).

          III. The Company will make a prorated payment to Dr. Azab in respect
               of his entitlement to participate in the Company's Cash Incentive
               Compensation Plan, the pro-ration to be with respect to the
               portion of the current calendar year worked by Dr. Azab and the
               entitlement to be at the maximum level Dr. Azab would have
               otherwise been eligible to receive in the current calendar year.
               Any Cash Incentive Compensation in respect of the previous
               calendar year which has not been paid to Dr. Azab will become
               immediately due and payable.

          IV.  Dr. Azab's participation in any stock option plan offered by QLT
               to its employees shall be in accordance with the terms of the
               plan in effect at the time of the stock option offer(s) to Dr.
               Azab.

5.3  ACKNOWLEDGEMENT - Dr. Azab acknowledges and agrees that in the event QLT
     terminates Dr. Azab's employment as set out in paragraph 5.2, in providing:

     (a) The Severance Notice or Severance Pay, or any combination thereof;
     (b) The Benefits Compensation;
     (c) Out placement counseling service as more particularly set out in
         subparagraph 5.3(c); and
     (d) The other compensation set out in subparagraph 5.3(d);

     The Company shall have no further obligations, statutory or otherwise, to
     Dr. Azab in respect of this Agreement and Dr. Azab's employment under this
     Agreement.

5.4  NO DUPLICATION - In the event that the Severance Pay provisions of this
     Agreement and the payment provisions of the Change in Control Agreement are
     both applicable, Dr. Azab agrees that he will give written notice to the
     Company with respect to which agreement he wishes to be paid out under and
     that he is not entitled to severance pay under both agreements.

5.5  TERMINATION DUE TO INABILITY TO ACT

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     (a)  TERMINATION - QLT may immediately terminate this Agreement by giving
          written notice to Dr. Azab if he becomes completely disabled (defined
          below) to the extent that he cannot perform his duties under this
          Agreement either:

          I.   For a period exceeding six consecutive months, or

          II.  For a period of 180 days (not necessarily consecutive) occurring
               during any period of 365 consecutive days,

          and no other reasonable accommodation can be reached between QLT and
          Dr. Azab. Notwithstanding the foregoing, QLT agrees that it will not
          terminate Dr. Azab pursuant to this provision unless and until Dr.
          Azab has been accepted by the insurer for ongoing long-term disability
          payments or, alternatively, has been ruled definitively ineligible for
          such payments.

     (b)  PAYMENTS - In the event of termination of Dr. Azab's employment with
          the Company pursuant to the provisions of this paragraph 5.6, the
          Company agrees to pay to Dr. Azab Severance Pay and Benefits
          Compensation as set out in paragraph 5.3 and in this situation:

          I.   While he is completely disabled Dr. Azab shall have no duty to
               mitigate the payments owing to him by looking for and accepting
               suitable alternative employment or contract(s) for service, and

          II.  If Dr. Azab ceases to be completely disabled, then the provisions
               of paragraph 5.3(c) (out placement counseling) shall apply.

     (c)  DEFINITION - The term "completely disabled" as used in this paragraph
          5.6 shall mean the inability of Dr. Azab to perform the essential
          functions of his position under this Agreement by reason of any
          incapacity, physical or mental, which the Board, based upon medical
          advice or an opinion provided by a licensed physician acceptable to
          the Board, determines to keep Dr. Azab from satisfactorily performing
          the essential functions of his position for the Company during the
          foreseeable future.

5.6  DEATH - Except as set out below, effective the date of death (the "DATE OF
     DEATH") of Dr. Azab, this Agreement and both parties' rights and
     obligations under this Agreement shall terminate without further notice or
     action by either party. Within 30 days after the Date of Death (and the
     automatic concurrent termination of this Agreement), the Company shall pay
     the following amounts to Dr. Azab's estate:

     (a)  BASE SALARY - Base salary owing to Dr. Azab up to his Date of Death.

     (b)  PAYMENT IN LIEU OF BENEFITS - In lieu of employee benefit coverage for
          his eligible dependents after his Date of Death, a payment in the
          amount of 10% of his annual base salary in effect at his Date of
          Death, which payment will be in addition to any payment due to Dr.
          Azab's beneficiary(ies) under the terms of any life insurance benefit
          provided by the Company.

     (c)  EXPENSE REIMBURSEMENT - Reimbursement (in accordance with the
          Company's Policy and Procedures Manual, as amended from time to time)
          of all reasonable business related promotion, entertainment and/or
          travel expenses incurred by Dr. Azab prior to his Date of Death,
          subject to the expense reimbursement provisions set out in
          subparagraph 2.1(c).

     (d)  VACATION PAY - Payment in respect of accrued but unpaid vacation pay
          owing to Dr. Azab as at his Date of Death.

     (e)  RRSP CONTRIBUTION - A prorated contribution to Dr. Azab's RRSP, the
          pro-ration to be with respect

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          to the portion of the current calendar year worked by Dr. Azab and the
          contribution to be subject to the conditions set out in subparagraph
          2.1(e). Any matching RRSP contribution in respect of the previous tax
          year not yet paid to Dr. Azab will become due and payable upon his
          tendering evidence of his contribution, subject to the limits set out
          in subparagraph 2.1(e).

          (f) BONUS - A prorated payment to Dr. Azab in respect of his
          entitlement to participate in the Company's Cash Incentive
          Compensation Plan, the pro-ration to be with respect to the portion of
          the current calendar year worked by Dr. Azab and the entitlement to be
          at the maximum level Dr. Azab would have otherwise been eligible to
          receive in the current calendar year. Any Cash Incentive Compensation
          earned by Dr. Azab in respect of the previous calendar year which has
          not been paid will become immediately due and payable.

          After his Date of Death, Dr. Azab's participation and/or entitlement
          under any stock option plan offered by QLT to its employees shall be
          in accordance with the terms of the plan in effect at the time of the
          stock option offer(s) to Dr. Azab.


6.   CONFLICT OF INTEREST

6.1  AVOID CONFLICT OF INTEREST - Except as set out below, during the term of
     his employment with QLT, Dr. Azab agrees to conduct himself in accordance
     with the Company's Code of Ethics.

6.2  NO FINANCIAL ADVANTAGE - During the term of his employment with QLT, Dr.
     Azab agrees that neither he nor any members of his immediate family will
     take financial advantage of or benefit financially from information that is
     obtained in the course of his employment related duties and
     responsibilities unless the information is generally available to the
     public.

6.3  COMPLY WITH POLICIES - During the term of his employment with QLT, Dr. Azab
     agrees to comply with all written policies issued by QLT dealing with
     conflicts of interest.


7.   CONFIDENTIALITY

7.1  INFORMATION HELD IN TRUST - Dr. Azab acknowledges and agrees that all
     business secrets and trade secrets, confidential information and
     confidential knowledge which Dr. Azab acquires during his employment with
     QLT relating to the business and affairs of QLT or to technology, systems,
     programs, ideas, products or services which have been or are being
     developed or utilized by QLT, or in which QLT is interested (collectively,
     "CONFIDENTIAL INFORMATION"), shall for all purposes and at all times, both
     during the term of Dr. Azab's employment with the Company and at all times
     thereafter, be held by Dr. Azab in trust for the exclusive benefit of the
     Company.

7.2  NON DISCLOSURE - Dr. Azab acknowledges and agrees that both during the term
     of his employment with QLT and at all times thereafter, without the express
     or implied consent of QLT, Dr. Azab will not:

     (a)  DISCLOSE - Except as required by law, disclose to any company, firm or
          person, other than QLT and its directors and officers, any of the
          private affairs of QLT or any Confidential Information of QLT; or

     (b)  USE - Use any Confidential Information that he may acquire with
          respect to QLT's affairs for his own purposes or for any purposes,
          other than those of the Company.

7.3  INTELLECTUAL PROPERTY RIGHTS

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(a)  DISCLOSE INVENTIONS - Dr. Azab agrees to promptly disclose to QLT any and
     all ideas, developments, designs, articles, inventions, improvements,
     discoveries, machines, appliances, processes, methods, products or the like
     (collectively, "INVENTIONS") that Dr. Azab may invent, conceive, create,
     design, develop, prepare, author, produce or reduce to practice, either
     solely or jointly with others, in the course of his employment with the
     Company.

(b)  INVENTIONS ARE QLT PROPERTY - All Inventions shall at all times and for all
     purposes be the property of QLT for QLT to use, alter, vary, adapt and
     exploit as it shall see fit, and shall be acquired or held by Dr. Azab in a
     fiduciary capacity solely for the benefit of QLT.

(c)  ADDITIONAL REQUIREMENTS - Dr. Azab agrees to:

     I.   Treat all information with respect to Inventions as Confidential
          Information.
     II.  Keep complete and accurate records of Inventions, which records shall
          be the property of QLT and copies of which records shall be maintained
          at the premises of QLT.
     III. Execute all assignments and other documents required to assign and
          transfer to QLT (or such other persons as QLT may direct) all right,
          title and interest in and to the Inventions and all other work of Dr.
          Azab in the course of his employment with the Company, and all
          writings, drawings, diagrams, photographs, pictures, plans, manuals,
          software and other materials, goodwill and ideas relating thereto,
          including, but not limited to, all rights to acquire in the name of
          QLT or its nominee(s) patents, registration of copyrights, design
          patents and registrations, trade marks and other forms of protection
          that may be available.
     IV.  Execute all documents and do all acts reasonably requested by QLT to
          give effect to this provision.

7.4  RECORDS - Dr. Azab agrees that all business records or copies of records
     concerning QLT's activities, business interests or investigations made or
     received by him during his employment with QLT are and shall remain the
     property of QLT. He further agrees to keep such records or copies in the
     custody of QLT and subject to its control, and to surrender the same at the
     termination of his employment or at any time during his employment at QLT's
     request.

7.5  NO USE OF FORMER EMPLOYER'S MATERIALS - Dr. Azab certifies that he has not
     brought to QLT and will not use while performing his employment duties for
     QLT any materials or documents of any former employer which are not
     generally available to the public, except if the right to use the materials
     or documents has been duly licensed to QLT by the former employer.


8.   POST-EMPLOYMENT RESTRICTIONS

8.1 NON-COMPETE - Dr. Azab agrees that, without the prior written consent of
QLT, which consent will not be unreasonably withheld, for a period of one year
following termination of his employment with the Company for any reason (by
resignation or otherwise), as measured from his Last Active Day, Dr. Azab shall
not directly or indirectly, own, manage, operate, join, control or participate
in the ownership, management, operation or control of, or be a director or an
employee of, or a consultant to, any business, firm or corporation that, as a
part of conducting its business, is in any way competitive with QLT with respect
to the development and/or commercialization and/or marketing of light-activated
pharmaceutical products for photodynamic therapy in the treatment of cancer,
opthalmic, or auto-immune disease anywhere in Canada, the United States or
Europe.

8.2 ADDITIONAL RESTRICTIONS - Dr. Azab agrees that, for a period of two years
following termination of his employment with the Company for any reason (by
resignation or otherwise), as measured from his Last

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Active Day, he will not:

     (a) SOLICIT EMPLOYEES -
     (i)  directly or indirectly solicit any individual to leave QLT's
          employment for any reason or interfere in any other manner with the
          employment relationship existing between QLT and its current or
          prospective employees;
     (ii) directly or indirectly solicit for employment any employee that, to
          Dr. Azab's knowledge, QLT is, as at the Last Active Day, contractually
          restrained from soliciting for employment; nor

     (b) INTERFERE WITH BUSINESS RELATIONSHIPS - directly or indirectly induce
     or attempt to induce any supplier, consultant, distributor, licensee or
     other entity having a business relationship with QLT, or any of the
     employees of such entities, to cease doing business with QLT or in any way
     interfere with the existing business relationship between any such
     supplier, distributor, licensee or other business relation and QLT.

8.3 MINORITY SHARE INTERESTS ALLOWED - The parties agree that nothing contained
in paragraph 8.1 is intended to prohibit Dr. Azab from owning any minority
interest in any company where stock or shares are traded publicly.


9.   REMEDIES

9.1  IRREPARABLE DAMAGE - Dr. Azab acknowledges and agrees that:

     (a)  BREACH - Any breach of any provision of this Agreement could cause
          irreparable damage to QLT; and

     (a)  CONSEQUENCES OF BREACH - In the event of a breach of any provision of
          this Agreement by him, QLT shall have, in addition to any and all
          other remedies at law or in equity, the right to an injunction,
          specific performance or other equitable relief to prevent any
          violation by him of any of the provisions of this Agreement including,
          without limitation, the provisions of Sections 7 and 8.

9.2  INJUNCTION - In the event of any dispute under Sections 7 and/or 8, Dr.
     Azab agrees that QLT shall be entitled, without showing actual damages, to
     a temporary or permanent injunction restraining his conduct, pending a
     determination of such dispute and that no bond or other security shall be
     required from QLT in connection therewith.

9.3  ADDITIONAL REMEDIES - Dr. Azab acknowledges and agrees that the remedies of
     QLT specified in this Agreement are in addition to, and not in substitution
     for, any other rights and remedies of QLT at law or in equity and that all
     such rights and remedies are cumulative and not alternative or exclusive of
     any other rights or remedies and that QLT may have recourse to any one or
     more of its available rights and remedies as it shall see fit.


10.  GENERAL MATTERS

10.1 TAX WITHHELD - The parties acknowledge and agree that all payments to be
     made by the Company to Dr. Azab under this Agreement will be subject to the
     Company's withholding of applicable withholding taxes.

10.2 INDEPENDENT LEGAL ADVICE - Dr. Azab acknowledges that he has obtained or
     had the opportunity to

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     obtain independent legal advice with respect to this Agreement and all of
     its terms and conditions.

10.3 BINDING AGREEMENT - The parties agree that this Agreement shall enure to
     the benefit of and be binding upon each of them and their respective heirs,
     executors, successors and assigns.

10.4 GOVERNING LAW - The parties agree that this Agreement shall be governed by
     and interpreted in accordance with the laws of the Province of British
     Columbia and the laws of Canada applicable to this Agreement. All disputes
     arising under this Agreement will be referred to the Courts of the Province
     of British Columbia, which will have exclusive jurisdiction, unless there
     is mutual agreement to the contrary.

10.5 NOTICE - The parties agree that any notice or other communication required
     to be given under this Agreement shall be in writing and shall be delivered
     personally to the addresses set forth on page 1 of this Agreement, and in
     the case of notice to the Company, shall be addressed to the attention of
     the President.

     or to such other addresses and persons as may from time to time be notified
     in writing by the parties. Any notice delivered personally shall be deemed
     to have been given and received at the time of delivery.

10.6 SURVIVAL OF TERMS

     (a)  DR. AZAB'S OBLIGATIONS -Dr. Azab acknowledges and agrees that his
          representations, warranties, covenants, agreements, obligations and
          liabilities under any and all of Sections 7, 8 and 10 of this
          Agreement shall survive any termination of this Agreement.

     (b)  COMPANY'S OBLIGATIONS - The Company acknowledges and agrees that its
          representations, warranties, covenants, agreements, obligations and
          liabilities under any and all of Sections 3, 4, 5 and 10 of this
          Agreement shall survive any termination of this Agreement.

     (c)  WITHOUT PREJUDICE - Any termination of this Agreement shall be without
          prejudice to any rights and obligations of the parties arising or
          existing up to the effective date of such expiration or termination,
          or any remedies of the parties with respect thereto.

10.7 WAIVER - The parties agree that any waiver of any breach or default under
this Agreement shall only be effective if in writing signed by the party against
whom the waiver is sought to be enforced, and no waiver shall be implied by
indulgence, delay or other act, omission or conduct. Any waiver shall only apply
to the specific matter waived and only in the specific instance in which it is
waived.

10.8 ENTIRE AGREEMENT - The parties agree that the provisions contained in this
Agreement, Dr. Azab's Change in Control Letter Agreement and any Stock Option
Agreements between the Company and Dr. Azab constitute the entire agreement
between QLT and Dr. Azab with respect to the subject matters hereof, and
supersede all previous communications, understandings and agreements (whether
verbal or written) between QLT and Dr. Azab regarding the subject matters
hereof. To the extent that there is any conflict between the provisions of this
Agreement, Dr. Azab's Change in Control Letter Agreement and any Stock Option
Agreements between the Company and Dr. Azab, the following provisions shall
apply:

     (a)  CHANGE IN CONTROL - If the conflict is with respect to an event,
          entitlement or obligation in the case of a Change in Control of the
          Company (as defined in the Change in Control Letter Agreement), the
          provisions of the Change in Control Letter Agreement will govern
          (unless the parties otherwise

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          mutually agree), but not so as to prevail over paragraph 5.4 of this
          Agreement.

     (b)  STOCK OPTIONS - If the conflict is with respect to an entitlement or
          obligation with respect to stock options of the Company, the
          provisions of the Stock Option Agreements will govern (unless the
          parties otherwise mutually agree).

     (c)  OTHER - In the event of any other conflict, the provisions of this
          Agreement will govern (unless the parties otherwise mutually agree).

10.9 SEVERABILITY OF PROVISIONS - If any provision of this Agreement as applied
to either party or to any circumstance is adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the invalidity of that
provision shall in no way affect (to the maximum extent permissible by law):

     (a)  The application of that provision under circumstances different from
          those adjudicated by the court;

     (b)  The application of any other provision of this Agreement; or

     (c)  The enforceability or invalidity of this Agreement as a whole.

     If any provision of this Agreement becomes or is deemed invalid, illegal or
     unenforceable in any jurisdiction by reason of the scope, extent or
     duration of its coverage, then the provision shall be deemed amended to the
     extent necessary to conform to applicable law so as to be valid and
     enforceable or, if the provision cannot be so amended without materially
     altering the intention of the parties, then such provision shall be
     stricken and the remainder of this Agreement will continue in full force
     and effect.

10.10 CAPTIONS - The parties agree that the captions appearing in this Agreement
have been inserted for reference and as a matter of convenience and in no way
define, limit or enlarge the scope or meaning of this Agreement or any
provision.

10.11 AMENDMENTS - Any amendment to this Agreement shall only be effective if
the amendment is in writing and is signed by the Company and Dr. Azab.

     IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first written above.


QLT INC.


BY: ________________________________          ______________________________
    LINDA LUPINI                              DR. MOHAMMAD AZAB
    SENIOR VICE PRESIDENT,
    HUMAN RESOURCES & ADMINISTRATION

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