OccuLogix, Inc. - Exhibit 10.4


    
      

    


    AMENDING
      AGREEMENT

     

    THIS
      AMENDING AGREEMENT
      is made
      as of the 1st
      day of
      July, 2005 between OCCULOGIX,
      INC. (the
      “Corporation”),
      a
      corporation incorporated under the laws of the State of Delaware, and Thomas
      P.
      Reeves who resides in the City of Mississauga in the Province of Ontario
      (hereinafter referred to as the “Employee”).

     

    WHEREAS
      the
      Corporation and the Employee entered into an employment agreement, dated as
      of
      August 2004, 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
      Compensation Committee of the board of directors of the Corporation approved
      an
      increase to the Employee’s bonus remuneration;

     

    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.

            	
              Schedule
                5.2 of the Employment Agreement is hereby deleted in its entirety
                and
                replaced with the following
                schedule:

            


    

     

    SCHEDULE
      5.2

     

    Bonus
      Remuneration

     

    In
      respect of each Year of Employment during the Employment Period, the Employee
      shall be entitled to receive a maximum of 80 percent of his salary as bonus
      remuneration based upon performance criteria agreed upon by the Chairman and
      Chief Executive Officer and/or the Compensation Committee of the Board of
      Directors. 

     

    
      	
              2.

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              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.

            


    

     

    
      	
              4.

            	
              This
                Amending Agreement shall be governed by, and construed in accordance
                with,
                the laws of the Province of Ontario and the laws of Canada applicable
                therein.

            


    

     

    
      	
              5.

            	
              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
 	 	 	
                
                  Thomas
                    P. Reeves

                

              
	 	 	 	
              
	Name
                of Witness (please
                print)	 	 	 


      

      





    
      	 	 	
              OCCULOGIX,
                INC.

            
	 	 	
              By:

            	 
	 	 	 	
              Elias
                Vamvakas

            
	 	 	 	
              Chairman
                and Chief Executive Officer