Exhibit 10.1


    
      

    


    SETTLEMENT
      AGREEMENT

     

    THIS
      SETTLEMENT AGREEMENT
      is made
      as of May 20, 2005

     

    A
      M O N G:

     

    OCCULOGIX,
      INC., a
      corporation incorporated under the laws of the State of Delaware

     

    (hereinafter
      referred to as the “Corporation”)

     

    -
      and-

     

    DAVID
      CRAIG ELDRIDGE, O.D., an
      individual resident in the City of Bixby in the State of Oklahoma 

     

    (hereinafter
      referred to as “Dr.
      Eldridge”)

     

    -
      and
      -

     

    DAVID
      C. ELDRIDGE O.D., P.C.,
      a
      professional corporation incorporated under the laws of the State of
      Oklahoma

     

    (hereinafter
      referred to as “Eldridge
      PC”)

     

    WHEREAS,
      under
      the
      Vascular Sciences Corporation 2002 Stock Option Plan, Vascular Sciences
      Corporation (now the Corporation) granted to Dr. Eldridge 36,924 options as
      of
      October 1, 2002 (the “Options”),
      each
      of which is exercisable into one share of common stock of the
      Corporation;

     

    AND
      WHEREAS the
      Options were granted to Dr. Eldridge in partial consideration of the consulting
      services that he provided to Vascular Sciences Corporation, at the direction
      of
      Eldridge PC, in fulfillment of Eldridge PC’s obligations under the Consulting
      Agreement, dated as of October 1, 2002, between Vascular Sciences Corporation
      and Eldridge PC (the “Consulting
      Agreement”);

     

    AND
      WHEREAS the
      Options were granted to Dr. Eldridge pursuant to a notice of grant of stock
      option and a related stock option agreement entered into on March 24, 2004
      (collectively, the “Option
      Agreement”);

     

    AND
      WHEREAS the
      Option Agreement provides that the per share exercise price of the Options
      is
      U.S.$1.30;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AND
      WHEREAS Dr.
      Eldridge has indicated that the Option Agreement does not express accurately
      the
      business agreement that he and Vascular Sciences Corporation had reached
      regarding the equity portion of the consideration payable to him under the
      Consulting Agreement in that the management of Vascular Sciences Corporation
      had
      represented to him, at the time of the entering into of the Option Agreement,
      that he would be issued 36,924 shares of common stock of Vascular Sciences
      Corporation or, alternatively, 36,924 options, each of which would be
      exercisable into one share of common stock of Vascular Sciences Corporation,
      with a nil per share exercise price;

     

    AND
      WHEREAS, upon
      the
      recommendation of the Corporation’s management, the board of directors of the
      Corporation has concluded that it would be in the best interests of the
      Corporation to put Dr. Eldridge in substantially the same position in which
      he
      would be if the Option Agreement reflected his understanding of the business
      agreement between him and Vascular Sciences Corporation regarding the equity
      portion of the consideration payable to him under the Consulting
      Agreement;

     

    AND
      WHEREAS the
      Options remain issued and outstanding and are currently exercisable but
      unexercised; 

     

    NOW
      THEREFORE
      in
      consideration of the mutual covenants and agreements contained herein, and
      other
      good and valuable consideration, the receipt of which is hereby acknowledged,
      the Corporation, Dr. Eldridge and Eldridge PC hereby agree as
      follows:

     

     
      
        	1.	
                In
                  full and complete settlement of the disagreement that has arisen
                  between
                  Dr. Eldridge and the Corporation regarding the equity portion of
                  the
                  consideration payable to him under the Consulting Agreement, the
                  Corporation hereby agrees to pay Eldridge PC U.S.$48,000 in cash
                  (the
                  “Settlement
                  Amount”)
                  on the date hereof.

              


      

    

     

    
      
        
          
            	2.	
                    Dr.
                      Eldridge and Eldridge PC hereby direct the Corporation to send
                      the
                      Settlement Amount, by wire transfer, to the bank account of
                      Eldridge PC,
                      the relevant particulars of which have been provided to the
                      Corporation
                      previously.

                  


          

        

      

    

     

    
      
        
          	3.	
                  Each
                    of the parties hereto hereby acknowledges and agrees that the
                    Option
                    Agreement remains in full force and effect in its entirety, unamended,
                    and
                    is enforceable against the parties thereto in accordance with
                    its terms.
                    Without limiting the generality of the immediately foregoing
                    sentence, Dr.
                    Eldridge and Eldridge PC hereby acknowledge and agree that the
                    Options are
                    currently exercisable but unexercised and that each of them has
                    a per
                    share exercise price of
                    U.S.$1.30.

                


        

      

    

     

    
      	4.	
              Each
                of Dr. Eldridge and Eldridge PC hereby acknowledges and agrees that
                the
                Corporation has performed, fulfilled and discharged fully and completely
                all of its obligations under the Consulting Agreement and hereby
                remises,
                releases and forever discharges the Corporation and its present and
                former
                directors, officers, agents, servants and employees (collectively,
                the
                “Releasees”)
                of and from any and all actions, causes of action, suits, debts,
                claims,
                covenants and demands, whatsoever, known or unknown, suspected or
                unsuspected, which any of Dr. Eldridge or Eldridge PC ever had, now
                has or
                may hereafter have against the Releasees, or any of them, (i) for
                or by
                reason of the Consulting Agreement, (ii) in any way arising out of
                any
                cause, matter or thing existing up to the date hereof relating to
                the
                Consulting Agreement or (iii) arising directly or indirectly by reason
                of,
                or as a consequence of, the Consulting
                Agreement.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	5.	
              Each
                of the parties hereto hereby agrees to do, execute, acknowledge and
                deliver, or to cause to be done, executed, acknowledged and delivered,
                such further acts, documents and instruments as may be reasonably
                necessary to accomplish the intent of this Settlement
                Agreement.

            


    

     

    
      	6.	
              This
                Settlement Agreement shall be governed by, and construed in accordance
                with, the laws of the State of Delaware without regard to the conflicts
                of
                law principles applicable under such
                laws.

            


    

     

    
      	7.	
              This
                Settlement 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.

            


    

     

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

     

    
      
        	 	 	 
	 	
                OCCULOGIX,
                  INC.

              
	 
 	 
 	 
 
	 	By:  	/s/ 
                
                William
                  G. Dumencu

              
	 	
                

              
	 	
                William
                  G. Dumencu

              
	 	
                Chief
                  Financial Officer and Treasurer 

              


      

      
        	 	 	 
	Witness:	 
	 
 	 
 	 
 
	/s/
                John A Walsh	        
                	/s/ David
                Craig Eldridge
	
                

              	
                

              
	Signature
                of witness:	David
                Craig Eldridge
	 	 
	John A Walsh	 
	
                

              	 
	
                Name
                  of witness:

                (Please
                  print name.)

              	 
	 	 


      

      
        	 	 	 
	 	
                DAVID
                  C. ELDRIDGE, O.D., P.C.

              
	 
 	 
 	 
 
	 	By:  	/s/ David
                Craig Eldridge
	 	
                

              
	 	
                David
                  Craig Eldridge

              
	 	
                President

              


      

    

     

    -3-