Exhibit 10.2


    
      
         

      

    

    
      
        

      

    

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT
      is made
      as of this 18th
      day of
      May, 2005, 

     

    B
      E T W E E N:

     

    OccuLogix,
      Inc.,
      a
      corporation incorporated under the laws of the State of Delaware

     

    (the
      “Corporation”)

     

    -
      and
      -

     

    John
      Caloz, of
      the
      City of Calabasas, in the State of California

     

    (the
      “Employee”)

     

    RECITAL:

     

    WHEREAS
      the
      Corporation and the Employee wish to enter into this Agreement to set forth
      the
      rights and obligations of each of them as regards the Employee’s employment with
      the Corporation;

     

    NOW
      THEREFORE
      in
      consideration of the mutual covenants and agreements contained in this 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.

            	
              Definitions

            


    

     

    1.1.            
       In
      this
      Agreement, 

     

    1.1.1.  
       “Affiliate”
has
      the
      meaning attributed to such term in the Business
      Corporations Act
      (Ontario), as the same may be amended from time to time, and any successor
      legislation thereto;

     

    1.1.2.   
       “Agreement”
      means
      this agreement and all schedules attached to this agreement, in each case,
      as
      they may be amended or supplemented from time to time, and the expressions
      “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions
      refer to this Agreement and unless otherwise indicated, references to sections
      are to sections in this Agreement;

     

    
      
        
          
          

        

        
           
            

          
            

          

        

        
          
          

        

      

    

     

    1.1.3.    
       “Basic
      Salary”
      has the
      meaning attributed to such terms in section 5.1;

     

    1.1.4.    
       “Benefits”
      has
      the
      meaning attributed to such term in section 5.4;

     

    1.1.5.    
       “Business
      Day” means
      any
      day, other than Saturday, Sunday or any statutory holiday in the Province of
      Ontario;

     

    1.1.6.    
       “Change
      of Control” for
      the
      purposes of this Agreement, shall be deemed to have occurred when:

     

    1.1.6.1.   
       any
      Person, other than a Person or a combination of Persons presently owning,
      directly or indirectly, more than 20% of existing voting securities of the
      Corporation, acquires or becomes the beneficial owner of, or a combination
      of
      Persons acting jointly and in concert acquires or becomes the beneficial owner
      of, directly or indirectly, more than 50% of the voting securities of the
      Corporation, whether through the acquisition of previously issued and
      outstanding voting securities or of voting securities that have not been
      previously issued, or any combination thereof, or any other transaction having
      a
      similar effect;

     

    1.1.6.2.    
       the
      Corporation amalgamates with one or more corporations other than a Subsidiary
      or
      OccuLogix, L.P.;

     

    1.1.6.3. the
      Corporation sells, leases or otherwise disposes of all or substantially all
      of
      its assets and undertaking, whether pursuant to one or more
      transactions;

     

    
      
        
          
          

        

        
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    1.1.6.4.    
       any
      Person not part of existing management of the Corporation or any Person not
      controlled by the Corporation or by any Affiliate of the Corporation enters
      into
      any arrangement to provide management services to the Corporation which results
      in either: (i) the termination by the Corporation of the employment of any
      two
      of the Chairman and Chief Executive Officer, President and Chief Operating
      Officer, Chief Financial Officer or Corporate General Counsel within three
      months of the date such arrangement is entered into for any reason other than
      Just Cause; or (ii) the termination of the employment of all such senior
      executive personnel within six months of the date that such arrangement is
      entered into for any reason other than Just Cause; or

     

    1.1.6.5.    
       the
      Corporation enters into any transaction or arrangement which would have the
      same
      or similar effect as the transactions referred to in sections 1.1.6.1,
      1.1.6.2,
      1.1.6.3 or
      1.1.6.4 above.

     

    1.1.7.    
       “Confidential
      Information”
      means
      all confidential or proprietary information, intellectual property (including
      trade secrets) and confidential facts relating to the business or affairs of
      the
      Corporation or any of its Subsidiaries which the Corporation treats as
      confidential or proprietary;

     

    1.1.8.    
       “Disability”
      means
      the mental or physical state of the Employee such that the Employee has been
      unable, as a result of illness, disease, mental or physical disability or
      similar cause, to fulfill his obligations under this Agreement either for any
      consecutive 6-month period or for any period of 12 months (whether or not
      consecutive) in any consecutive 24-month period;

     

    1.1.9.     
       “Employment
      Period”
      has the
      meaning attributed to such term in section 4;

     

    1.1.10.   
       “ESA”
      means
      the Employment
      Standards Act,
      2000
      (Ontario), as the same may be amended from time to time, and any successor
      legislation thereto;

     

    1.1.11.   
       “Good
      Reason”
      means:

     

    
      
        
        

      

      
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    1.1.11.1.    
       without
      the consent of the Employee, any material change or series of material changes
      in the responsibilities or status of the Employee with the Corporation, such
      that, immediately after such change or series of changes, the responsibilities
      and status of the Employee are materially diminished in comparison to his
      responsibilities and status immediately prior to such change or series of
      changes, except in connection with the termination of the Employee’s employment
      by the Corporation for Just Cause or on death, Disability or Retirement or
      a
      voluntary resignation by the Employee other than a resignation for Good
      Reason;

     

    1.1.11.2.    
       a
      reduction by the Corporation of more than ten percent in the Employee’s Basic
      Salary as in effect on the date hereof or as the same may be increased from
      time
      to time;

     

    1.1.11.3.    
       the
      taking of any action by the Corporation which would materially adversely affect
      the Employee’s participation in the Corporation’s employee benefits plans, or
      otherwise materially reduce the Employee’s Benefits, and other similar plans in
      which the Employee is participating at the date hereof (or such other plans
      as
      may be implemented after the date hereof providing the Employee with
      substantially similar benefits), or the taking of any action by the Corporation
      which would deprive the Employee of any material fringe benefit enjoyed by
      him
      at the date hereof;

     

    1.1.11.4.    
       without
      the Employee’s consent, the requirement that the Employee be based anywhere
      other than the Corporation’s principal executive offices except for required
      travel on the Corporation’s business; or

     

    1.1.11.5.    
       any
      reason which would be considered to amount to constructive dismissal by a court
      of competent jurisdiction.

     

    
      
        
        

      

      
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    1.1.12.   
       “Just
      Cause”
      means:

     

    1.1.12.1.    
       the
      failure of the Employee to properly carry out his duties after notice by the
      Corporation of the failure to do so and an opportunity for the Employee to
      correct the same within a reasonable time from the date of receipt of such
      notice; or 

     

    1.1.12.2.    
       theft,
      fraud, dishonesty or misconduct by the Employee involving the property, business
      or affairs of the Corporation or its Subsidiaries or involving the carrying
      out
      of the Employee’s duties; 

     

    1.1.13.   
       “Person”
      means
      any individual, partnership, limited partnership, joint venture, syndicate,
      sole
      proprietorship, company or corporation with or without share capital,
      unincorporated association, trust, trustee, executor, administrator or other
      legal personal representative, regulatory body or agency, government or
      governmental agency, authority or entity, however designated or constituted;
      

     

    1.1.14.    
       “Restricted
      Period means
      the
      one-year period immediately following the cessation of the Employee’s
      employment;

     

    1.1.15.    
       “Retirement”
      means
      retirement in accordance with the Corporation’s retirement policy from time to
      time;

     

    1.1.16.    
       “Subsidiaries”
      has the
      meaning attributed to such term in the Business
      Corporations Act
      (Ontario), as the same may be amended from time to time, and any successor
      legislation thereto;

     

    1.1.17.    
       “Stop
      Work Notice”
      has the
      meaning attributed to such term in Section 8.2;

     

    
      
        
        

      

      
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    1.1.18.    
       “Year
      of Employment”
      means
      any 12-month period commencing on January 1, provided that for the purposes
      of
      this Agreement, the “First Year of Employment” shall be deemed to commence on
      June 1, 2005 and to end on December
      31, 2005.

     

    
      	2.	
              Employment
                of the Employee

            


    

     

    The
      Corporation shall employ the Employee, and the Employee shall serve the
      Corporation, in the position of Chief Financial Officer and Treasurer on the
      conditions and for the remuneration hereinafter set out. In such position,
      the
      Employee shall perform or fulfil such duties and responsibilities as the
      Corporation may designate from time to time. The Employee shall report to the
      Chairman and Chief Executive Officer of the Corporation.

     

    
      	
              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 (except in the case of illness or accident) devote all of his working
      time
      and attention to his employment hereunder, except where expressly agreed by
      the
      Chairman and Chief Executive Officer, and shall use his best efforts to promote
      the interests of the Corporation.

     

    
      	
              4.

            	
              Employment
                Period

            


    

     

    The
      Employee’s employment under this Agreement shall, subject to
      section 8
      and
      section 10,
      be for
      an indefinite term. Accordingly, the Corporation shall employ the Employee,
      and
      the Employee shall serve the Corporation, as an employee in accordance with
      this
      Agreement for the period beginning on June 1, 2005 and ending on the effective
      date the employment of the Employee under this Agreement is terminated in
      accordance with section 8.2
      or
      section 10 (the
      “Employment Period”).

     

    
      
        
        

      

      
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              5.

            	
              Remuneration

            


    

     

    5.1.       
          Basic
      Remuneration.
      The
      Corporation shall pay the Employee a gross Basic Salary, minus applicable
      deductions and withholdings, in respect of each Year of Employment in the
      Employment Period, of $240,000 (the “Basic Salary”), payable in equal
      installments according to the Corporation’s regular payroll practices. The Basic
      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
      Basic 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 the First Year of Employment only that proportion of the
      Basic Salary that the number of days in the First Year of Employment is to
      365.

     

    5.2.           
        Bonus
      Remuneration.
      The
      Employee shall, in respect of each Year of Employment during the Employment
      Period, receive
      bonus remuneration in accordance with the terms and conditions outlined in
      Schedule 5.2.

     

    5.3.            
       Stock
      Options.
      The
      Employee shall, during the Employment Period, receive such stock options, if
      any, as the board of directors of the Corporation, in its sole discretion may,
      pursuant to the terms of the Corporation’s stock option plan, authorize. The
      Employee, shall in respect of the First Year of Employment, be eligible to
      receive such stock options under the Corporation’s stock option plan in
      accordance with the terms and conditions outlined in Schedule 5.3.

     

    5.4.            
       Benefits.
      The
      Corporation shall provide to the Employee, in addition to Basic Salary, the
      benefits (the “Benefits”) described in the Corporation’s employee benefit
      booklet from time to time, and such Benefits will be provided in accordance
      with, and subject to, the terms and conditions of the applicable plan relating
      thereto in effect from time to time and subject to change at any time in the
      sole discretion of the Corporation. 

     

    5.5.            
       Prorata
      Entitlement in the Event of Termination.
      If the
      Employee’s employment is terminated pursuant to section 8
      or
      section 10
      or if
      the Employee dies during the Employment Period, the Employee shall be entitled
      to receive in respect of his entitlement to Basic Salary, and the Corporation
      shall be required to pay in respect thereof, only that proportion of the Basic
      Salary, in respect of the Year of Employment in which the effective date of
      the
      termination of employment or the date of death occurs, that the number of days
      elapsed from the commencement of such Year of Employment to the effective date
      of termination or the date of death is to 365.

     

    
      
        
        

      

      
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              6.

            	
              Expenses

            


    

     

    Subject
      to the terms of the Corporation’s expense policy, the Corporation shall pay or
      reimburse the Employee for all travel and out-of-pocket expenses reasonably
      incurred or paid by the Employee in the performance of his duties and
      responsibilities upon presentation by the Employee of expense statements or
      receipts or such other supporting documentation as the Corporation may
      reasonably require. Upon presentation of receipts, the Corporation agrees to
      reimburse the Employee up to a maximum amount of $50,000 for incurred relocation
      expenses such as moving, accommodation and flight costs. In addition, the
      Corporation agrees to reimburse the Employee for U.S. family healthcare coverage
      of approximately US$1,500 per month until such time that the Employee’s family
      relocates to Canada. 

     

    
      	
              7.

            	
              Vacation

            


    

     

    The
      Employee shall be entitled, during each full Year of Employment during the
      Employment Period, to vacation with pay of 4 weeks. Vacation shall be taken
      by
      the Employee at such time as may be acceptable to the Corporation having regard
      to its operations. Except with the prior written consent of the Chairman and
      Chief Executive Officer (i) no more than two weeks of vacation shall be
      taken consecutively; and (ii) the vacation entitlement earned in a Year of
      Employment is subject to any carryover provisions as stated in the Company’s
      vacation policy. Notwithstanding the foregoing, in the event that the Employee’s
      employment is terminated pursuant to section 8
      or
      section 10,
      the
      Employee shall not be entitled to receive any payment in lieu of any vacation
      to
      which he was entitled and which had not already been taken by him except to
      the
      extent, if any, of the payments in respect of vacation pay required by the
      ESA.

     

    
      	
              8.

            	
              Termination

            


    

     

    8.1.            
       Notice.
      The
      Employee’s employment may, subject to section 10
      and
      section 11 hereof, be
      terminated at any time:

     

    
      
        
        

      

      
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    8.1.1.    
       by
      the
      Corporation without prior notice and without further obligations to the Employee
      for reasons of Just Cause; 

     

    8.1.2.    
       by
      the
      Corporation for any reason other than Just Cause, on twelve months’ prior
      written notice to the Employee, provided that if the Employee is entitled under
      the ESA to a longer period of notice than that prescribed above, the notice
      to
      be given by the Corporation under this section 8.1.2
      shall be
      that minimum period of notice which is required under the ESA and no more;
      or

     

    8.1.3.     
       by
      the
      Employee on one month’s prior written notice to the
      Corporation.

     

    The
      Employee’s employment shall be automatically terminated, without further
      obligation to the Employee, in the event of his death.

     

    8.2.           
       Effective
      Date.
      The
      effective date on which the Employee’s employment shall be terminated shall
      be:

     

    8.2.1.    
       in
      the
      case of termination under section 8.1.1,
      the day
      the Employee is deemed, under section 17,
      to have
      received notice from the Corporation of such termination;

     

    8.2.2.     
       in
      the
      case of termination under section 8.1.2
      or
      section 8.1.3,
      the
      last day of the minimum period referred to therein; and

     

    8.2.3.     
       in
      the
      event of the death of the Employee, on the date of his death.

     

    Notwithstanding
      the foregoing, where the Corporation is giving or has given notice pursuant
      to
      section 8.1.2 above,
      the Corporation shall have the right, at any time prior to the end of the
      Employment Period and by giving notice to the Employee to that effect (a “Stop
      Work Notice”), to require that the Employee cease to perform his duties and
      responsibilities and cease attending the Corporation’s premises immediately upon
      the giving of the Stop Work Notice. If a Stop Work Notice is given, the
      Corporation shall continue to pay the Employee to the end of the Employment
      Period. For that purpose, in calculating the Employee’s entitlement to Basic
      Salary, the Employee shall be considered to have been actively employed by
      the
      Corporation to the end of the Employment Period. For the purpose of the
      Employee’s entitlement to Benefits, the Employee shall receive an amount equal
      to 2.5 percent of his Basic Salary for the purpose of obtaining equivalent
      coverage during the notice period. 

     

    
      
        
        

      

      
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              9.

            	
              Rights
                of Employee on Termination and Lump Sum Payment
                

            


    

     

    Where
      the
      Employee’s employment under this Agreement has been terminated by the
      Corporation under section 8.1.2,
      the
      Employee shall be entitled, upon providing to the Corporation appropriate
      releases, resignations and other similar documentation, to receive from the
      Corporation, in addition to accrued but unpaid Basic Salary, if any, and any
      entitlement in respect of vacation as contemplated by section 7,
      a lump
      sum payment equal to 12 months of his Basic Salary and 2.5 percent of his Basic
      Salary in respect of his entitlement to Benefits if the Employee’s employment is
      terminated before June 1, 2008 or a lump sum payment equal to 18 months of
      his
      Basic Salary and 2.5 percent of his Basic Salary in respect to Benefits if
      the
      Employee’s employment is terminated on or after June 1, 2008; and in any case,
      less any amounts payable to the Employee in lieu of notice where a Stop Work
      Notice has been given pursuant to section 8 and
      less
      any amounts owing by the Employee to the Corporation for any reason. For the
      purposes of the Employee’s entitlement to Benefits, the Employee shall receive
      an amount equal to 2.5 percent of his Basic Salary for the purpose of obtaining
      equivalent coverage during the notice period. 

     

    Except
      as
      provided above in this section 9 and subject to sections 10
      and 11,
      where the Employee’s employment has been terminated by the Employee or by the
      Corporation for any reason, the Employee shall not be entitled, except to the
      extent required under any mandatory employment standard under the ESA, to
      receive any payment as severance pay, in lieu of notice, or as damages. Except
      as to any entitlement as provided above and subject to section 10,
      the
      Employee hereby waives any claims that the Employee may have against the
      Corporation for or in respect of severance pay, or on account of loss of office
      or employment or notice in lieu thereof or damages in lieu thereof (other than
      rights to accrued but unpaid Basic Salary and vacation pay and to reimbursement
      for expenses pursuant to section 6).
      The
      payments to the Employee where the Corporation has given notice pursuant to
      section 8.1.2 above,
      whether or not a Stop Work Notice is given, shall be deemed to include, and
      to
      satisfy entitlement to, severance pay pursuant to the ESA to the extent of
      such
      payments.

     

    
      
        
        

      

      
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              10.

            	
              Change
                of Control

            


    

     

    10.1.         
       Termination
      of Employment by the Corporation for Just Cause.
      Following
      a Change of Control, the Corporation may terminate the Employee’s employment at
      any time without notice or further obligations to the Employee under this
      Agreement for reasons of Just Cause. For greater certainty, following a Change
      of Control, the Employee shall not be deemed to have been terminated for Just
      Cause unless and until there has been delivered to the Employee a copy of a
      resolution duly adopted by the affirmative vote of not less than three-quarters
      of the entire membership of the board of directors of the Corporation (excluding
      the Employee if the Employee is, at the relevant time, a director of the
      Corporation) at a meeting of the board called and held for the purpose (after
      reasonable notice to the Employee), finding that, in the good faith opinion
      of
      the Board, the Employee’s conduct constituted Just Cause and specifying the
      particulars thereof. The date on which the copy of such resolution is given
      to
      the Employee shall be the effective date of any termination pursuant to this
      section 10.1.

     

    10.2.          
       Termination
      of Employment Without Just Cause or for Good Reason.
      If at
      any time within 24 months following a Change of Control, the Employee’s
      employment is terminated (i) by the Corporation other than for Just Cause
      or (ii) by the Employee in response to a Good Reason, the following
      provisions shall apply:

     

    10.2.1.     
       the
      Employee shall be entitled to receive, and the Corporation shall pay to the
      Employee immediately following termination, a cash amount equal to 18 months
      of
      the Basic Salary and 150% of the average per annum bonus remuneration paid
      to
      the Employee during the Employment Period, less any required statutory
      deductions and withholdings;

     

    
      
        
        

      

      
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    10.2.2.    
       the
      Employee shall be entitled to receive, and the Corporation shall pay to the
      Employee, immediately following termination, a cash amount equal to 2.5 percent
      of his annual Basic Salary in lieu of continued benefit coverage;
      and

     

    10.2.3.    
       if
      at the
      date of termination of the Employee’s employment, the Employee holds options for
      the purchase of shares under a share option plan, all options so held shall,
      notwithstanding the terms of the Corporation’s share option plan,
      (i) immediately vest to the extent they have not already vested at such
      date; and (ii) (A) for a period of two years following the Employee’s
      date of termination continue to be held on the same terms and conditions as
      if
      the Employee continued to be employed by the Corporation or (B) if the
      Employee so elects in writing within 90 days after the date of termination,
      be
      purchased by the Corporation at a cash purchase price equal to the amount by
      which the aggregate “fair market value” of the shares subject to such options
      exceeds the aggregate option price for such shares, provided that for this
      purpose, “fair market value” means the higher of (i) the weighted average of the
      closing prices for the shares of the same class of the Corporation on the
      principal securities exchange (in terms of volume of trading) on which such
      shares are listed at the time of termination for each of the last 10 days prior
      to such time on which such shares traded on such securities exchange, and (ii)
      if the Change of Control involved the purchase and sale of such shares, the
      average value of the cash consideration paid to the shareholders of the
      Corporation in connection with the transactions resulting in the Change of
      Control.

     

    For
      purposes of this Agreement, the Employee’s employment shall be deemed to have
      been terminated following a Change of Control by the Corporation without Just
      Cause or by the Employee with Good Reason, if: (i) the Employee’s employment is
      terminated by the Corporation without Just Cause prior to a Change of Control
      and such termination was at the request or direction of a Person who has entered
      into an agreement with the Corporation or any shareholder of the Corporation,
      the consummation of which would constitute a Change of Control; (ii) the
      Employee terminates his employment with Good Reason prior to a Change of Control
      and the circumstance or event which constitutes Good Reason occurs at the
      request or direction of a Person who has entered into an agreement with the
      Corporation or any shareholder of the Corporation, the consummation of which
      would constitute a Change of Control; or (iii) the Employee’s employment is
      terminated by the Corporation without Just Cause prior to a Change of Control
      and the Employee reasonably demonstrates that such termination is otherwise
      in
      connection with, or in anticipation of, a Change of Control which actually
      occurs.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    For
      greater certainty, this section 10.2 does
      not
      apply in the event of the termination of the employment of the Employee: (i)
      as
      a result of death, Disability or Retirement, (ii) by the Corporation for Just
      Cause or (iii) by the Employee without Good Reason. If the Employee or the
      Corporation intends to terminate the Employee’s employment as contemplated in
      this section 10,
      the
      party having such intention shall, in accordance with the provisions of
      section 17
      hereof,
      give the other notice thereof.

     

    
      	
              11.

            	
              No
                Obligation to Mitigate

            


    

     

    The
      Employee shall not be required to mitigate any damages or losses arising from
      any termination of this Agreement by seeking other employment or otherwise,
      nor
      (except as specifically provided herein) shall the amount of any payment
      provided for in this Agreement be reduced by any compensation earned by the
      Employee as a result of employment by another employer after termination or
      otherwise.

     

    
      	
              12.

            	
              Non-Competition

            


    

     

    The
      Employee shall not, either during the Employment Period or the Restricted
      Period, within Canada or the United States of America, directly or indirectly,
      in any manner whatsoever, including, without limitation, individually, or in
      partnership, jointly or in conjunction with any other Person, or as an employee,
      principal, agent, director or shareholder:

     

    
      
        	
              	(i)	
                be
                  engaged in any undertaking;

              


      

    

     

    
      
        
        

      

      
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              	(ii)	
                have
                  any financial or other interest (including an interest by way of
                  royalty
                  or other compensation arrangements) in, or in respect of, the business
                  of
                  any Person which carries on a business;
                  or

              


      

    

     

    
      
        	
              	(iii)	
                advise,
                  lend money to or guarantee the debts or obligations of, or permit
                  the use
                  of the Employee’s name or any parts thereof, by any Person which carries
                  on a business; 

              


      

    

     

    which
      involves the development, manufacturing, sales and/or distribution of products,
      equipment, services and/or technology relating to the apheresis treatment of
      ophthalmic diseases or which is otherwise the same as, or substantially similar
      to, or which competes with or would compete with, the business carried on by
      the
      Corporation or any of its Subsidiaries during the Employment Period or at the
      end thereof.

     

    Notwithstanding
      the foregoing, nothing herein shall prevent the Employee from owning not more
      than 5% of the issued and outstanding shares of a corporation, the shares of
      which are listed on a recognized stock exchange or traded in the
      over-the-counter market in Canada or the United States, which carries on a
      business which is the same as, or substantially similar to, or which competes
      with or would compete with, the business of the Corporation or any of its
      Subsidiaries.

     

    
      	
              13.

            	
              No
                Solicitation of Customers or
                Patients

            


    

     

    The
      Employee shall not, either during the Employment Period or the Restricted
      Period, directly or indirectly, solicit or attempt to solicit any patients
      or
      customers of the Corporation or any of its Subsidiaries for the purpose of
      selling to a patient or customers of the corporation any products or services
      which are the same as or substantially similar to, or in any way competitive
      with, the products or services sold by the Corporation or any of its
      Subsidiaries during the Employment Period or at the end thereof, as the case
      may
      be. 

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    
      	
              14.

            	
              No
                Solicitation of
                Employees

            


    

     

    The
      Employee shall not, either during the Employment Period or the Restricted
      Period, directly or indirectly, employ or retain as an independent contractor
      any employee of the Corporation or any of its Subsidiaries or induce or solicit,
      or attempt to induce or solicit, any such person to leave his/her
      employment.

     

    
      	
              15.

            	
              Confidentiality

            


    

     

    The
      Employee shall not, either during the Employment Period or at any time
      thereafter, directly or indirectly, use or disclose to any Person any
      Confidential Information, provided, however, that nothing in this section 15
      shall preclude the Employee from disclosing or using Confidential Information
      if:

     

    15.1.          
       the
      Confidential Information is available to the public or in the public domain
      at
      the time of such disclosure or use, without breach of this Agreement;
      or

     

    15.2.          
       disclosure
      of the Confidential Information is required to be made by any law, regulation
      or
      governmental body or authority or by court order. 

     

    The
      Employee acknowledges and agrees that the obligations under this section are
      to
      remain in effect in perpetuity and shall exist and continue in full force and
      effect, notwithstanding any breach or repudiation, or alleged breach or
      repudiation, by the Corporation of this Agreement.

     

    
      	
              16.

            	
              Remedies

            


    

     

    The
      Employee acknowledges that a breach or threatened breach by the Employee of
      the
      provisions of any of sections 12 to15 inclusive will result in the
      Corporation and its shareholders suffering irreparable harm which is not capable
      of being calculated and which cannot be fully or adequately compensated by
      the
      recovery of damages alone. Accordingly, the Employee agrees that the Corporation
      shall be entitled to interim and permanent injunctive relief, specific
      performance and other equitable remedies, in addition to any other relief to
      which the Corporation may become entitled.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	
              17.

            	
              Notices

            


    

     

    Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be given by prepaid first-class mail, by facsimile
      or
      other means of electronic communication or by hand delivery as hereinafter
      provided, except that any notice of termination by the Corporation under section
      8
      or
      section 10
      shall be
      hand delivered or given by registered mail. Any such notice or other
      communication, if mailed by prepaid first-class mail at any time, other than
      during a general discontinuance of postal service due to strike, lockout or
      other reason, shall be deemed to have been received on the fourth Business
      Day
      after the post-marked date thereof or, if mailed by registered mail, shall
      be
      deemed to have been received on the day such mail is delivered by the post
      office or, if sent by facsimile or other means of electronic communication,
      shall be deemed to have been received on the Business Day following the sending
      or, if delivered by hand shall be deemed to have been received at the time
      it is
      delivered to the applicable address noted below either to the individual
      designated below or to an individual at such address having apparent authority
      to accept deliveries on behalf of the addressee. Notice of change of address
      shall also be governed by this section 17. In the event of a general
      discontinuance of postal service due to strike, lock-out or other reason,
      notices or other communications shall be delivered by hand or sent by facsimile
      or other means of electronic communication and shall be deemed to have been
      received in accordance with this section 17. Notices and other communications
      shall be addressed as follows:

     

    
      	 	
              a)

            	
              if
                to the Employee:

            


    

     

    John
      Caloz

    (address
      to be determined)

    


    
      	 	
              b)

            	
              if
                to the Corporation:

            


    

     

    OccuLogix,
      Inc.

    2600
      Skymark Ave., Bldg. 9, Suite 201

    Mississauga,
      Ontario

    L4W
      5B2

    


    Attention: Chairman
      and Chief Executive Officer

    Telecopier
      number: (905)
      602-7623

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	
              18.

            	
              Headings

            


    

     

    The
      inclusion of headings in this Agreement is for convenience of reference only
      and
      shall not affect the construction or interpretation hereof.

     

    
      	
              19.

            	
              Invalidity
                of Provisions

            


    

     

    Each
      of
      the provisions contained in this Agreement is distinct and severable and a
      declaration of invalidity or unenforceability of any such provision by a court
      of competent jurisdiction shall not affect the validity or enforceability of
      any
      other provision hereof.

     

    
      	
              20.

            	
              Entire
                Agreement

            


    

     

    This
      Agreement constitutes the entire agreement between the parties pertaining to
      the
      subject matter of this Agreement. This Agreement supersedes and replaces all
      prior agreements, if any, written or oral, with respect to the Employee’s
      employment by the Corporation and any rights which the Employee may have by
      reason of any such prior agreement or by reason of the Employee’s prior
      employment, if any, by the Corporation. There are no warranties, representations
      or agreements between the parties in connection with the subject matter of
      this
      Agreement except as specifically set forth or referred to in this Agreement.
      No
      reliance is placed on any representation, opinion, advice or assertion of fact
      made by the Corporation or its directors, officers and agents to the Employee,
      except to the extent that the same has been reduced to writing and included
      as a
      term of this Agreement. Accordingly, there shall be no liability, either in
      tort
      or in contract, assessed in relation to any such representation, opinion, advice
      or assertion of fact, except to the extent aforesaid.

     

    
      	
              21.

            	
              Waiver,
                Amendment

            


    

     

    Except
      as
      expressly provided in this Agreement, no amendment or waiver of this Agreement
      shall be binding unless executed in writing by the party to be bound thereby.
      No
      waiver of any provision of this Agreement shall constitute a waiver of any
      other
      provision, nor shall any waiver of any provision of this Agreement constitute
      a
      continuing waiver unless otherwise expressly provided.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    
      	
              22.

            	
              Currency

            


    

     

    All
      amounts in this Agreement, with the exception of the monthly U.S. healthcare
      premiums, are stated and shall be paid in Canadian currency.

     

    
      	
              23.

            	
              Employers
                and Employees Act
                Not to Apply

            


    

     

    The
      Corporation and the Employee agree that section 2 of the Employers
      and Employees Act
      (Ontario) shall not apply to, or in respect of, this Agreement or the employment
      of the Employee hereunder.

     

    
      	
              24.

            	
              Governing
                Law

            


    

     

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

     

    
      	
              25.

            	
              Counterparts

            


    

     

    This
      Agreement may be signed in counterparts and each of such counterparts shall
      constitute an original document, and such counterparts, taken together, shall
      constitute one and the same instrument.

     

    
      	
              26.

            	
              Acknowledgment

            


    

     

    The
      Employee acknowledges that:

     

    26.1.          
       the
      Employee has had sufficient time to review and consider this Agreement
      thoroughly; 

     

    26.2.            the
      Employee has read and understands the terms of this Agreement and the Employee’s
      obligations hereunder; 

     

    26.3.          
       the
      Employee has been given an opportunity to obtain independent legal advice,
      or
      such other advice as the Employee may desire, concerning the interpretation
      and
      effect of this Agreement; and

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    26.4.         
       this
      Agreement is entered into voluntarily and without any pressure, and the
      Employee’s continued employment, if applicable, has not been made conditional
      upon execution of this Agreement by the Employee. 

     

     

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

     

    
      	 	 	 
	 	OccuLogix,
              Inc.
	 
 	 
 	 
 
	 	By:  	/s/ Elias
              Vamvakas
	 	
              

            
	 	Elias
              Vamvakas
	 	Chairman and Chief Executive
              Officer


    

     

     

     

    Witness

    )

    )

    )

    )

    )

    )

    )
      

    )                                                
      /s/ John Caloz

    )                                  
        John
      Caloz

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    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 50 percent of his Basic Salary as
      bonus remuneration based upon performance criteria agreed upon by the Chairman
      and Chief Executive Officer and approved by the Compensation Committee of the
      Board of Directors. In respect of the First Year of Employment, the Corporation
      will guarantee a minimum bonus payment of 20 percent of his Basic Salary,
      pro-rated to the proportion of the number of days in the First Year of
      Employment is to 365. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      5.3

     

     

    Stock
      Options

     

     

    The
      Employee shall be entitled to receive an option to purchase 100,000 shares
      under
      the terms and conditions set forth in the time-based Stock Option Notice and
      Agreement (a copy of which is attached hereto as Schedule “A”) and the
      Corporation’s 2002 Stock Option Plan. Furthermore, the exercise price per share
      will be set at the closing price of the Company’s stock on NASDAQ on June 1,
      2005 (grant date). Such stock option will vest at the rate of 33 1/3 percent
      each anniversary of the grant date and will expire on the tenth anniversary
      of
      the grant date. 

     

    


     

    In
      addition to the above, the Employee shall be entitled to receive an option
      to
      purchase 62,500 shares under the terms and conditions set forth in the
      performance-based Stock Option Notice and Agreement (a copy of which is attached
      hereto as Schedule “B”) and the Corporation’s 2002 Stock Option Plan. The
      exercise price per share will be set at the closing price of the Company’s stock
      on NASDAQ on June 1, 2005 (grant date). This option shall expire on the tenth
      anniversary of the grant date and be exercisable:

     

    
      	a)  	
              as
                to 100% when and if the Corporation receives the approval that it
                is
                seeking from the U.S. Food and Drug Administration for the RHEO System
                for
                use in the Rheopheresis treatment of non-exudative age-related macular
                degeneration (the “FDA Approval”), if the FDA Approval is received on or
                before November 30, 2006;

            


    

     

    
      	b)  	
              as
                to 80% when and if the Corporation receives the FDA Approval, if
                the FDA
                Approval is received after November 30, 2006 but on or before January
                31,
                2007;

            


    

     

    
      	c)  	
              as
                to 60% when and if the Corporation receives the FDA Approval, if
                the FDA
                Approval is received after January 31,
                2007;