OccLogix, Inc. - Exhibit 10.3


    
      

    


    AMENDING
      AGREEMENT

     

    THIS
      AMENDING AGREEMENT
      is made
      as of the 1st
      day of
      June, 2005 between OCCULOGIX,
      INC. (the
      “Corporation”),
      a
      corporation incorporated under the laws of the State of Delaware, and John
      Cornish who resides at 531 Fernshire Drive in the City of Palm Harbor in the
      State of Florida (hereinafter referred to as the “Employee”).

     

    WHEREAS
      the
      Corporation and the Employee entered into an employment agreement, dated as
      of
      April 1, 2005, setting forth the rights and obligations of each of them with
      respect to the Employee’s employment with the Corporation (the “Employment
      Agreement”);

     

    AND
      WHEREAS the
      Corporation and the Employee have agreed that it would be in the best interests
      of both of them for the Employee to devote more of his working time and
      attention to his employment under the Employment Agreement and to use his best
      efforts to promote the interests of the Corporation;

     

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

     

    
      	
              1.

            	
              Section
                3 of the Employment Agreement is hereby deleted in its entirety and
                replaced with the following
                provision:

            


    

     

    3. Performance
      of Duties

     

    During
      the Employment Period, the Employee shall faithfully, honestly and diligently
      serve the Corporation and its Subsidiaries as contemplated above. The Employee
      shall devote 85% of his working time and attention to his employment hereunder
      and shall use his best efforts to promote the interests of the Corporation.
      

     

    
      	
              2.

            	
              Section
                5.1 of the Employment Agreement is hereby deleted in its entirety
                and
                replaced with the following
                provision:

            


    

     

    5.1 Salary.
      The
      Corporation shall pay the Employee a salary minus applicable deductions and
      withholdings, in respect of each Year of Employment in the Employment Period
      calculated at the rate of $113,104 per annum, payable in equal installments
      according to the Corporation’s regular payroll practices. The Salary shall, in
      the sole and absolute discretion of the board of directors of the Corporation,
      be subject to an increase on the basis of an annual review. The Salary shall
      be
      prorated in respect of the First Year of Employment such that the Employee
      shall
      be entitled to and the Corporation shall be required to pay in respect of such
      year only the pro rata portion of the Salary that corresponds to the number
      of
      days, after May 31, 2005, worked by the Employee in the First Year of
      Employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              The
                Employment Agreement remains in full force and effect, unamended,
                other
                than as amended by this Amending
                Agreement.

            


    

     

    
      	
              4.

            	
              This
                Amending Agreement may be signed by facsimile and in counterpart,
                and each
                such counterpart will constitute an original document, and such
                counterparts, taken together, will constitute one and the same
                instrument.

            


    

     

    
      	
              5.

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

            


    

     

    
      	
              6.

            	
              The
                Employee acknowledges that:

            


    

     

    
      	 	
              (a)

            	
              he
                has had sufficient time to review and consider this Amending Agreement
                thoroughly;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              he
                has read and understands the terms of this Amending Agreement and
                his
                obligations under the Employment Agreement, as amended by this Amending
                Agreement;

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

            	
              this
                Amending Agreement is entered into voluntarily and without any pressure
                and that his continued employment with the Corporation has not been
                made
                conditional on execution and delivery by him of this Amending
                Agreement.

            


    

     

    


     

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

     

    


     

    
      	 	 
	 
	 
	
              Signature
                of Witness

            	
              John
                Cornish

            
	 	 
	 	 
	
              Name
                of Witness (please
                print)

            	 

              OCCULOGIX,
                INC.

            
	 	
            
	 	 
	 	
              Elias
                Vamvakas

            
	 	
              Chairman
                and Chief Executive Officer