EXHIBIT 10.2

                                    AGREEMENT

      THIS AGREEMENT (the  "AGREEMENT")  made this 28th day of March,  2005 (the
"EFFECTIVE  DATE")  between  OccuLogix(R),  Inc.  ("OCCULOGIX"),  a  corporation
incorporated  under  the  laws  of  the  State  of  Delaware,  and  Rheogenx(TM)
Biosciences Corporation (the "PURCHASER"),  a corporation incorporated under the
laws of the State of Delaware.

      WHEREAS OccuLogix wishes to sell the Products (as hereinafter  defined) to
the Purchaser, and the Purchaser wishes to purchase the Products from OccuLogix,
under the terms provided herein.

      AND WHEREAS  OccuLogix  and the  Purchaser  also desire to develop a joint
marketing relationship to promote the use of the RHEO System and the Purchaser's
mobile   apheresis   business  and  to  provide  for  certain   other   business
arrangements.

      NOW THEREFORE,  in  consideration  of the mutual  covenants and agreements
herein  contained  and other good and  valuable  consideration  (the receipt and
sufficiency of which are hereby acknowledged), the parties agree as follows:

                                   ARTICLE 1
                                 INTERPRETATION

      1.1  DEFINITIONS.  In this  Agreement,  the following terms shall have the
meanings set forth below, unless the context requires otherwise:

      "ADVERSE  PATIENT  EVENT" means an  "Unanticipated  Adverse Device Effect"
that  is  reported  or is  reportable  to the FDA  under  the  Code  of  Federal
Regulations,  Part 21 CFR 812, or any  successor  regulation,  and any  "Adverse
Event" that is  reported or is  reportable  under the Medical  Device  Reporting
regulations as defined in the Code of Federal  Regulations,  Part 21 CFR 803, or
any successor  regulation,  in each case,  whether or not such event is actually
reported to the FDA.

      "AFFILIATE(S)" means, in respect of a Person (the "FIRST PERSON"), another
Person that,  directly or  indirectly:  (i) controls the First  Person,  (ii) is
controlled  by the First Person or (iii) is  controlled  by the same Person that
controls the First Person. In this definition, "control" means ownership of more
than 50% of another Person or the power to direct  decisions of another  Person,
including the power to direct  management and policies of another Person whether
by reason of ownership, contract or otherwise.

      "BUSINESS  DAY" means a day,  other than a Saturday,  Sunday or  statutory
holiday,  when  banks  are  generally  open  in the  State  of  Florida  for the
transaction of banking business.

      "CHANGE OF CONTROL" means the  occurrence of any of the following  events:
(i) any Person acquires or becomes the beneficial  owner of, or a combination of
Persons  acquires or becomes the  beneficial  owner of,  directly or indirectly,
more than 50% of the voting  securities of the  Purchaser,  whether  through the
acquisition of previously issued and outstanding voting securities, or of voting


<PAGE>

securities that have not been previously issued, or any combination  thereof, or
any other transaction having a similar effect;  (ii) any resolution is passed or
any action or proceeding is taken with respect to the  liquidation,  dissolution
or winding-up  of the  Purchaser;  (iii) the  Purchaser  merges with one or more
corporations  other than a  wholly-owned  subsidiary,  where a  majority  of the
Purchaser's  stockholders  immediately  prior to such  transaction do not hold a
majority of the issued and outstanding  securities of the combined company,  but
in any case this  Change  of  Control  provision  shall  not be  applied  to the
solicited  merger of the Purchaser with HemaCare  Corporation  regardless of the
outcome of the ownership of the  Purchaser's  securities  post-merger;  (iv) the
Purchaser sells, leases or otherwise disposes of all or substantially all of its
assets and undertaking, whether pursuant to one or more transactions; or (v) the
Purchaser  enters into any transaction or arrangement  which would have the same
or similar effect as the transactions described in (ii), (iv) or (v).

      "CONFIDENTIAL  INFORMATION"  of a party  means  any and all  material  and
information  of a  party  or  any  of  its  Affiliates  or  licensors  (in  this
definition, the "DISCLOSING PARTY") which has or may come into the possession or
knowledge of the other party or any of its Affiliates (in this  definition,  the
"RECIPIENT  PARTY")  in  connection  with or as a result of  entering  into this
Agreement,   including  information  concerning  the  Disclosing  Party's  past,
present,  and future customers,  suppliers,  finances,  affairs,  technology and
business.  For the purposes of this  definition,  "information"  and  "material"
includes  know-how,  data,  patents,   copyrights,   trade  secrets,  processes,
techniques,  programs,  designs,  designs  obtained by  reproducing  or reverse-
engineering product, formulae, marketing,  advertising,  financial,  commercial,
sales or  programming  materials,  written  materials,  compositions,  drawings,
proposals,  notes,  records,  diagrams,  computer  programs,  studies,  work  in
progress,  visual  demonstrations,  ideas,  concepts,  and other data,  in oral,
written, graphic,  electronic or any other form or medium whatsoever,  and shall
include all Intellectual  Property Rights and any information  identified by the
Disclosing Party as confidential, or which the Recipient Party should reasonably
know would constitute Confidential  Information.  Notwithstanding the foregoing,
"Confidential Information" does not include the following information:

      (i)   information  which is publicly  available  when it is received by or
            becomes known to the Recipient Party or which  subsequently  becomes
            publicly available through no fault of the Recipient Party (but such
            information will be considered  Confidential  Information until such
            time as it becomes publicly available);

      (ii)  information  which is already  known to the  Recipient  Party at the
            time of its  disclosure  to the  Recipient  Party by the  Disclosing
            Party and is not the subject of an  obligation  of confidence of any
            kind;

      (iii) information which is independently  developed by the Recipient Party
            without any use of or reference to the  Confidential  Information of
            the  Disclosing  Party  where such  independent  development  can be
            established  by  evidence  that  would be  acceptable  to a court of
            competent jurisdiction; and

      (iv)  information  which is received by the Recipient  Party in good faith
            from a third party whom the Recipient Party had no reason to believe
            was not  lawfully  in  possession  of such  information  free of any
            obligation of  confidence of any kind,  but only until the Recipient
            Party  subsequently  comes  to have  reason  to  believe  that  such
            information  was subject to an  obligation of confidence of any kind
            when originally received.


                                      -2-
<PAGE>

      "FDA" means the United States Food and Drug Administration.

      "FDA APPROVAL" means the approval of the FDA being sought by OccuLogix for
the RHEO  System  for use in  treatment  of  non-exudative  age-related  macular
degeneration (the specific labeling of which treatment will be determined by the
FDA).

      "FILTERS" means the filters  described in Schedule 1 attached hereto,  and
any new versions of such filters or  improvements  thereto,  or  replacement  or
substitution filters, that OccuLogix,  in its sole discretion,  may from time to
time sell in the regular course of its business.

      "GEOGRAPHIC  AREA" means any Canadian or U.S. city, town or  municipality,
and its surrounding  area to an extent of a 50-mile radius  thereabout,  that is
specified in the Geographic Areas Schedule, attached hereto as Schedule 2, as it
may be amended from time to time by the parties hereto.

      "INTELLECTUAL PROPERTY RIGHTS" means:

      (a)   any and all  proprietary  rights provided under (i) patent law, (ii)
            copyright law, (iii) trademark law, (iv) design patent or industrial
            design  law,  (v)  semi-conductor  chip or mask work law or (vi) any
            other statutory provision or common law principle applicable to this
            Agreement,  including trade secret law, which may provide a right in
            either   ideas,   formulae,   algorithms,    concepts,   inventions,
            documentation,  Confidential  Information or know-how generally,  or
            the expression or use of such ideas, formulae, algorithms, concepts,
            inventions or know-how; and

      (b)   any and all  applications,  registrations,  licenses,  sub-licenses,
            franchises, agreements, renewals or any other evidence of a right in
            any of the foregoing.

      "PATIENT  INFORMATION"  means  all  information,  data  and  test  results
collected by the  Purchaser  in  connection  with the use of the  Products  with
patients, provided that such information, data and test results will be provided
to  OccuLogix  in such  form so that  the  patients  will not be  identified  in
accordance  with  the  standard  of   de-identification   of  protected   health
information set forth in CFR ss. 164.514.

      "PERSON" means an individual, corporation,  partnership, limited liability
company, trust, business trust, association, joint stock company, joint venture,
pool, syndicate, sole proprietorship,  unincorporated organization, governmental
authority or any other form of entity.

      "PRODUCTS" means,  together, the Pump, Tubing Sets and the Filters and any
new  versions of such  products  or  improvements  thereto,  or  replacement  or
substituted products, that OccuLogix,  in its sole discretion,  may from time to
time sell in the regular course of its business.


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<PAGE>

      "PUMP" means the  OctoNova(R)  Apheresis  Machine  described in Schedule 1
attached hereto and any new versions of such product or improvement  thereto, or
replacement or substitution  products,  that OccuLogix,  in its sole discretion,
may from time to time sell in the regular course of its business.

      "RHEO  SYSTEM"  means  the  Products  used  to  perform  Rheopheresis  and
consisting of a Pump and a disposable  treatment set, containing the Filters and
Tubing Sets, through which the patient's blood circulates.

      "RHEO  THERAPY"  means  the  performance  of  Rheopheresis  using the RHEO
System.

      "SECTION  510  APPROVAL"  means  approval of the FDA  granted  pursuant to
section 510(k) of the U.S. Food, Drug and Cosmetic Act.

      "THIRD  PARTY" shall mean any Person other than  OccuLogix,  the Purchaser
and their respective Affiliates.

      "TUBING  SETS" means the  disposable  tubing sets forming part of the RHEO
System.

      1.2  EXTENDED  MEANINGS.  Unless the  context  requires  otherwise,  words
importing the singular  include the plural and vice versa,  and words  importing
gender  include all genders.  The terms  "including"  and  "include"  shall mean
"including without limitation" and "include without limitation," respectively.

      1.3 REFERENCES TO "OCCULOGIX" AND "PURCHASER". Unless the context requires
otherwise,  in this  Agreement,  references  to  "OCCULOGIX"  are  references to
OccuLogix, Inc. and all of its Affiliates, and references to the "PURCHASER" are
references to Rheogenx Biosciences Corporation and PhereSys Therapeutics and all
of their respective Affiliates.

      1.4 CURRENCY.  Unless otherwise stated,  all dollar amounts referred to in
this Agreement are in United States dollars.

      1.5 LEGAL COUNSEL.  The parties  acknowledge  that their  respective legal
counsel have reviewed and  participated  in settling the terms of this Agreement
and that any rule of  construction  to the effect  that any  ambiguity  is to be
resolved   against  the  drafting   party  shall  not  be   applicable   in  the
interpretation of this Agreement.

      1.6 REMEDIES  CUMULATIVE.  Unless otherwise  expressly stated herein,  all
rights and remedies of either party under this Agreement are in addition to such
party's other rights and remedies and are cumulative, not alternative.

      1.7 AGREEMENT AND SCHEDULE  AMENDMENT AND SUPPLEMENT.  Except as expressly
set out in this  Agreement,  this  Agreement,  including  each  Schedule to this
Agreement, may not be amended or supplemented except by mutual written agreement
of at least  one  authorized  representative  of each of the  parties.  Any such
agreement  will expressly  state that it is intended to amend or supplement,  as
the case may be, this Agreement.


                                      -4-
<PAGE>

      1.8 SCHEDULES.  This  Agreement  includes and  incorporates  the following
schedules:

            Schedule 1 - Product List and Prices

            Schedule 2 - Geographic Areas Schedule

                                   ARTICLE 2
                        PRODUCTS AND PATIENT INFORMATION

      2.1  PURCHASE.  Upon  submission  of a  purchase  order  by the  Purchaser
("ORDER")  and  acknowledgment  and  acceptance  of  such  Order  by  OccuLogix,
OccuLogix will sell, and the Purchaser will purchase, the Products at the prices
specified  in Schedule 1 attached  hereto,  as such prices may be adjusted  from
time to time pursuant to Section 2.7 hereof. Each such Order shall be in writing
in a form  reasonably  acceptable to OccuLogix and shall specify the quantity of
each of the Products ordered,  the place of delivery and the requested  delivery
date  therefor,  which  shall  not be less  than 60 days  after the date of such
Order.  Until such time as the FDA Approval is granted,  OccuLogix  will have no
obligation  to deliver any  Products  to the  Purchaser  at any  location in the
United  States.  In the event of a conflict  between the terms and conditions of
any Order and this  Agreement,  the terms and conditions of this Agreement shall
prevail, and any additional or different terms shall be of no force or effect.

      2.2 RIGHT TO REJECT ORDERS.  OccuLogix  shall have the right to reject any
order  placed  by the  Purchaser  if the  Purchaser  is in  breach of any of its
material obligations under this Agreement. The Purchaser's Order shall be deemed
accepted when it is acknowledged and accepted by OccuLogix in writing. Any Order
that OccuLogix fails to accept or reject within five business days of receipt of
such Order from  Purchaser  shall be deemed  accepted.  Subject to Section  2.3,
below,  the Purchaser may not cancel any order after it is accepted by OccuLogix
without the written consent of OccuLogix. 2.3 DELIVERY SCHEDULE. OccuLogix shall
make commercially  reasonable efforts to deliver the Products in accordance with
the delivery  schedules set forth in the accepted Orders.  However,  if anything
beyond the control of  OccuLogix  prevents  OccuLogix  from  completely  filling
Orders  accepted by OccuLogix  in  accordance  with this Section 2.3,  OccuLogix
shall immediately notify Purchaser of any such delay in writing and the expected
delivery  date(s) for the unshipped  portion of the Order.  The Purchaser  shall
have the right to cancel the unshipped  portion of any Order for which OccuLogix
indicates  an  expected  delivery  date of more than 45 days after the  original
delivery date requested by the Purchaser,  provided that the Purchaser  notifies
OccuLogix,  within five business days of receipt of notice of delayed  delivery,
of the Purchaser's intention to exercise of its right of cancellation under this
Section 2.3.

      2.4 DELIVERY.  All Products supplied under this Agreement shall be shipped
f.o.b. the place of manufacture to such location as designated by the Purchaser.
Title and risk of loss and damage to the  Products  purchased  by the  Purchaser
hereunder shall pass to the Purchaser upon receipt by delivery to the applicable
carrier.

      2.5  PACKAGING.  All  Products  supplied  under  this  Agreement  shall be
packaged  in such  manner  as  OccuLogix  reasonably  determines,  in all  cases
consistent with industry practice for the shipment of similar goods.


                                      -5-
<PAGE>

      2.6  INABILITY  TO SUPPLY.  OccuLogix  shall not be liable for  failure to
supply Products or for the late delivery of Products if (i) OccuLogix orders the
Products (or components  thereof) from its supplier(s) and such supplier(s) fail
to deliver such Products or  components  thereof) or (ii)  OccuLogix's  supplier
terminates  its  agreements  with  OccuLogix  for the supply of the Products (or
components thereof). In the event of the occurrence of (i) above, OccuLogix will
(i) use commercially  reasonable  efforts to notify the Purchaser as promptly as
practicable of the circumstances,  (ii) discuss with the Purchaser ways in which
to remedy the  circumstances  and (iii) use commercially  reasonably  efforts to
supply the ordered Products as promptly as practicable thereafter.

      2.7 MOST  FAVOURED  NATION.  OccuLogix  will not sell the  Products to the
Purchaser at a price that is less favourable than OccuLogix's  lowest list price
in effect at the time of  submission of the Order.  In the event that  OccuLogix
sells Products to another  customer at a price per unit  (including any rebates,
incentives,  offsets  or other  discounts)  that is less than the price per unit
payable by the Purchaser pursuant to this Agreement, OccuLogix shall provide the
Purchaser  with a credit for any excess  amount  charged to the  Purchaser  with
respect to any Products  which were shipped to the  Purchaser  after the date on
which  such  lower  price was  offered  to such  other  customer.  In  addition,
OccuLogix  will use its best  efforts to  expedite  processing  of all  accepted
orders from the Purchaser and shall make all commercially  reasonable efforts to
prioritize the processing,  shipment and delivery of the Purchaser's Orders. For
greater certainty, commercially reasonable efforts will not require OccuLogix to
fill any  Orders  submitted  by the  Purchaser  before  filling  any  orders  of
OccuLogix's  other customers which were submitted prior to the submission of the
Purchaser's  Orders,  but will require OccuLogix to fill any Orders submitted by
Purchaser  before filling any orders of OccuLogix's  other  customers which were
submitted after the submission of the Purchaser's Orders.

      2.8 PATIENT INFORMATION.  The Purchaser will provide OccuLogix with copies
of such Patient  Information  as OccuLogix may  reasonably  request from time to
time. The parties agree that the Patient Information shall be collected and held
in accordance with applicable privacy legislation.

      2.9 APPROVALS.  OccuLogix agrees to seek Section 510 Approval for the Pump
for non-Rheopheresis therapies, at its own cost and expense.

      2.10 NOTICE OF ADVERSE  EFFECTS.  OccuLogix  shall  provide  notice to the
Purchaser  promptly upon OccuLogix learning of any Adverse Patient Event that is
experienced by patients during use of any of the Products.

                                   ARTICLE 3
                       MARKETING AND OTHER RELATIONSHIPS

      3.1 JOINT MARKETING  CAMPAIGN.  OccuLogix and Purchaser shall cooperate in
connection with, and, as described below, devote such resources as are necessary
for, the preparation and implementation of a joint marketing campaign to promote
both the RHEO System and the Purchaser's mobile apheresis business, in all cases
subject to applicable  law,  including any necessary  approvals from the FDA and
any labeling  restrictions  or follow-on  requirements  imposed  thereby ("JOINT
MARKETING CAMPAIGN").


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<PAGE>

      The Joint Marketing Campaign shall include the following:

      (a)   Preparation  of written  materials and other media used in the joint
            marketing  to,  and/or   education  of,   healthcare   institutions,
            healthcare   facilities,    healthcare   providers    (collectively,
            "HEALTHCARE MARKET"), healthcare recipients and others;

      (b)   The  contribution  of suitable  resources,  including  personnel  as
            determined by the parties' representatives, as set forth below;

      (c)   Cost sharing for the  preparation  and  production  of marketing and
            educational materials;

      (d)   Co-sponsorship  of  seminars,  meetings,   presentations  and  other
            promotional and educational events;

      (e)   Co-promotion  to  the  Healthcare   Market,   including   healthcare
            providers'  facilities and practices,  and at healthcare  facilities
            and  institutions,  as may be  agreed  upon  by  OccuLogix  and  the
            Purchaser;

      (f)   Suitably  positioned  links on each  party's  websites  to the other
            party's  websites,  in each  case  with a brief  description  of the
            relationship established by this Agreement, with such language to be
            approved in advance by both parties;

      (g)   Coordination of any and all necessary joint  activities with respect
            to third party payors, insurance, billers and/or intermediaries; and

      (h)   All other  activities and materials as agreed upon by the parties in
            writing.

In  order   to   develop   and   implement   the   Joint   Marketing   Campaign,
representativesof  OccuLogix and the Purchaser shall meet within sixty (60) days
of the Effective  Date to determine the resources  necessary to proceed with the
development and implementation of the Joint Marketing  Campaign,  and to discuss
allocating such resources as they believe desirable to ensure a successful Joint
Marketing  Campaign.  Representatives  of  OccuLogix  and  the  Purchaser  shall
thereafter  meet regularly to analyze the  effectiveness  of the Joint Marketing
Campaign and revise such Joint  Marketing  Campaign  based on the then prevalent
market  conditions and, among other things,  changes in the Purchaser's  service
offering  and  markets  served.  Notwithstanding  any  other  provision  of this
Agreement,  neither  party shall use any  promotional  material  or  advertising
relating  in any  manner to the other  party,  or the  other  party's  business,
without such other  party's  written  consent  other than such  materials as are
developed and produced jointly by the parties pursuant to this Article 3.

      3.2 RHEOPHERESIS  PREFERRED PROVIDER STATUS.  Representatives of OccuLogix
shall provide  information  and marketing  materials  related to the Purchaser's
mobile apheresis business and other services to the Healthcare Market, including
to  physicians  and other  healthcare  providers,  and to  Persons  who  express
interest  to,  OccuLogix  about  the  provision  of RHEO  Therapy  to his or its
patients. Should any physician or other healthcare provider purchase, or express
an  intention to purchase,  Products or services  offered by OccuLogix  directly
from  OccuLogix  either for his or its own account or for the  development of an
affiliated clinic which is offering or intends to offer Rheopheresis,  OccuLogix


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<PAGE>

shall have no further  obligation to attempt to co-market the Purchaser's mobile
apheresis  or  other  services  to  such   physician  or  healthcare   provider.
Furthermore,   OccuLogix's  obligations  to  co-market  the  Purchaser's  mobile
apheresis  services and other  services  hereunder are further  limited to those
Geographic Areas in which the Purchaser has operations as identified in the then
current  Geographic Areas Schedule,  attached hereto as Schedule 2, or where the
Purchaser has notified  OccuLogix  that it is making bona fide  preparations  to
initiate  operations  in the  Geographic  Area  within  ninety (90) days of such
notification.  This limitation on OccuLogix's  co-marketing  obligations will be
modified from time to time as the parties communicate regularly about the latest
developments  in RHEO  Therapy and the  Purchaser's  capabilities  as it expands
nationally  and based on updates to the  Geographic  Areas  Schedule as provided
from time to time by the Purchaser and agreed to by OccuLogix,  which  agreement
shall not be unreasonably  withheld.  The information and marketing materials to
be distributed by OccuLogix shall be those materials as agreed to by the parties
pursuant to Section 3.1 and any other  materials  that are supplied to OccuLogix
by the Purchaser from time to time, provided that such other materials meet with
OccuLogix's  approval,  which  approval  may not be withheld  unreasonably.  The
Purchaser shall be responsible for all costs  associated with the production and
delivery to OccuLogix of the materials not previously agreed upon by the parties
pursuant to Section 3.1.

      3.3 THERAPEUTIC  APHERESIS PREFERRED PROVIDER STATUS.  OccuLogix agrees to
provide  information and marketing  materials related to the Purchaser's  mobile
apheresis  and other  services  to any  customer  and/or  potential  customer of
OccuLogix that expresses  interest to OccuLogix in RHEO Therapy,  including,  in
particular,   those  interested  in  outsourcing   contract  mobile  therapeutic
apheresis  services;  provided  that the  Purchaser  is at such  time  providing
contract  mobile  therapeutic  apheresis  in the  Geographic  Area in which such
customer  inquires  about such  services  or where the  Purchaser  has  notified
OccuLogix that it is making bona fide preparations to initiate operations within
90 days thereof.  This  limitation will be modified from time to time by updates
to the Geographic Areas Schedule, attached hereto as Schedule 2. The information
and marketing  materials to be distributed by OccuLogix shall be those materials
as agreed to by the parties pursuant to Section 3.1 and any other materials that
are supplied to OccuLogix by the Purchaser from time to time, provided that such
other  materials  meet with  OccuLogix's  approval,  which  approval  may not be
withheld  unreasonably.  The  Purchaser  shall  be  responsible  for  all  costs
associated  with the  production  and delivery to OccuLogix of the materials not
previously agreed upon by the parties pursuant to Section 3.1.

      3.4  EXCLUSIVITY.  The  obligations and rights created by Sections 3.2 and
3.3 shall be exclusive  with respect to each of the parties for a period of five
years  commencing on the date of OccuLogix's  first  commercial sale of the RHEO
System in the United  States;  provided,  however,  that such  provisions  shall
become  non-exclusive  at the end of the twelve-month  period  commencing on the
Effective Date if, at such time, the Purchaser is not actively  providing mobile
apheresis services in at least 15 states of the United States. At the end of the
aforementioned  five-year  exclusivity  period, the parties will agree to extend
the exclusivity of the rights and obligations created by Sections 3.2 and 3.3 by
a period of one year (the  "EXTENDED  EXCLUSIVITY  PERIOD"),  provided  that the
Purchaser  was the  single  largest  user  of the  Products  in the  immediately
preceding  12-month period,  measured by dollar volume of sales of Products.  On
each anniversary of the Extended  Exclusivity  Period, the parties will agree to
extend the exclusivity of the rights and obligations  created by Section 3.2 and
3.3 by a period of one year, provided, always, that the Purchaser was the single


                                      -8-
<PAGE>

largest user of the Products in the 12-month period  immediately  preceding such
anniversary,  measured by dollar volume of sales of Products, until such time as
exclusivity  of such rights and  obligations  is not  extended by the parties by
reason of the fact that the  Purchaser no longer enjoys the status of the single
largest user so measured.

      3.5 ACCESS TO TRAINING.  The Purchaser shall, at the request of OccuLogix,
provide to  OccuLogix  and its  customers  training  relating to the  procedural
elements of RHEO  Therapy  and/or  Rheopheresis,  including  ongoing  continuing
medical  education and quality assurance  training,  at a cost equal to the fair
market value of such  training,  provided  that such cost shall not be less than
the cost to the Purchaser of providing such training.

      3.6  MANUFACTURERS'   SPECIFICATIONS.   OccuLogix  shall  provide  to  the
Purchaser  in advance  of  shipment  of any  Products,  a copy of any  materials
published by the  manufacturer  regarding  its  specifications  for each of such
Products,  to the extent  permitted  by the  manufacturer  to be provided to the
Purchaser,  and, if available  sooner,  as soon as such published  materials are
available to OccuLogix.

                                   ARTICLE 4
                WARRANTY, LIMITATION OF LIABILITY AND INDEMNITY

      4.1 WARRANTIES AND LIMITATIONS.

      (a)   OccuLogix  warrants  that  at the  time it  delivers  the  Pumps  to
            Purchaser,  and after any  maintenance  or repairs  performed on the
            Pumps by OccuLogix  or its agents,  that the Pumps will be in proper
            working order in accordance with the manufacturer's  specifications.
            Except as set forth in the preceding  sentence,  OccuLogix  makes no
            warranties,  express or  implied  with  respect  to the  Pumps.  All
            products   shall  operate  and  perform  in   accordance   with  the
            manufacturer's  specifications  as  provided  by  OccuLogix  to  the
            Purchaser.  Other  than as set  forth  herein,  OccuLogix  expressly
            disclaims   all   representations,    warranties,   conditions   and
            obligations  relating  to  the  Products,   whether  written,  oral,
            statutory,  implied,  arising  from a course of  conduct or usage of
            trade or otherwise,  including any warranty of non-infringement  and
            any  implied  warranty  of  merchantable  quality or  fitness  for a
            particular  purpose.  The parties expressly disclaim the application
            of the United Nations  Convention on contracts for the international
            sale of goods.  At all times during the term of this Agreement while
            the Purchaser is in possession of the Products,  the Purchaser shall
            have the  benefits of any of  OccuLogix's  rights  under  applicable
            manufacturer's warranties with respect to the Products, if any, and,
            to the extent assignable, such warranties are hereby assigned during
            the term of this  Agreement by OccuLogix,  including  manufacturer's
            one-year  parts and labor  warranty  of the Pumps.  OccuLogix  shall
            provide the Purchaser with copies of the  manufacturer's  warranties
            for each of the  Products  that are  ordered  by  Purchaser  or that
            Purchaser  expresses an interest in ordering.  The  Purchaser  shall
            take  all  reasonable   actions  to  enforce  such  warranties  when
            available  but will not  attempt to repair the  Products  during the
            manufacturer's  one-year warranty.  OccuLogix covenants that it will
            afford the Purchaser the benefit of any warranty on the Products, if
            any, that it offers to any other purchaser.


                                      -9-
<PAGE>

      (b)   OccuLogix  does not represent or warrant the fitness of the Products
            for any purpose  (including any purpose  expressly  disclosed by the
            Purchaser) nor does OccuLogix represent or warrant that the Products
            will have or possess  any  particular  quality or state,  other than
            conformity to the manufacturer's specifications.

      (c)   OccuLogix's liability to the Purchaser in relation to this Agreement
            and the  Products  shall be limited,  in all  circumstances,  to the
            Purchaser's direct damages to a maximum amount equal to the payments
            paid by the  Purchaser to  OccuLogix  under this  Agreement  for the
            Products that gave rise to the claim for damages.  Without  limiting
            the  generality of the foregoing,  in no event shall  OccuLogix have
            any liability arising out of or otherwise relating to this Agreement
            or the Products  for: (i) damages  arising out of or relating to any
            results produced by the Products; or (ii) consequential, incidental,
            special,   collateral,   punitive,  exemplary  or  indirect  damages
            (including  loss of goodwill,  loss of profits or revenues,  loss of
            savings, loss of use,  interruption of business,  injury or death to
            persons,  damage to property and claims of patients or other users),
            whether based on breach of contract (including  fundamental breach),
            tort (including  negligence) or arising in equity, even if OccuLogix
            has been advised of the possibility of such damages.

      4.2 PURCHASER'S COVENANTS.

      The Purchaser covenants the following:

      (a)   it  will  not  resell  or  distribute  the  Products  other  than as
            necessary  for provision of apheresis  services and the  Purchaser's
            mobile apheresis business,  except with the prior written consent of
            OccuLogix;

      (b)   it will,  at its sole  expense,  diligently  operate  and/or use the
            Products safely, at a high level of quality,  and in accordance with
            the specifications  provided by OccuLogix to the Purchaser from time
            to time;

      (c)   to the extent specified in any manufacturer's  materials provided by
            OccuLogix to the Purchaser  prior to submission of an Order, it will
            use the Products  only at  facilities  that meet the  manufacturer's
            requirements, if any;

      (d)   it will, at its sole expense, store, operate and use the Products in
            accordance with all applicable laws, rules,  statutes,  regulations,
            orders, judgments, directives or similar requirements, including any
            industry  standards  or  other  requirements   relating  to  medical
            devices;

      (e)   that without the prior written  consent of OccuLogix  which will not
            be unreasonably  withheld, it will not use, or cause to be used, any
            of the Products in any off-label manner  whatsoever or pursue, or in
            any way be  involved  in, any  clinical  studies  or other  research
            activities  using or involving  any of the  Products,  provided that
            upon  reasonable  request  by  a  physician  or  other  health  care
            provider,    OccuLogix   shall   not   unreasonably   withhold   its
            consideration to provide such consent;


                                      -10-
<PAGE>

      (f)   it will,  at its sole expense  (other than covered  maintenance  and
            warranty  work),  keep the  Products in good repair,  condition  and
            working  order and will not  remove  any  markings,  labels or other
            proprietary notices or do anything that would disparage or adversely
            affect the  reputation  or goodwill of OccuLogix or its suppliers of
            the Products;

      (g)   it will not make any  alterations,  additions or improvements to, or
            in any way tamper  with,  the  Products  other than as  approved  in
            advance by OccuLogix or the manufacturer;

      (h)   it will promptly notify OccuLogix,  in writing,  upon becoming aware
            of any  problems,  complaints,  Adverse  Patient  Events  or  claims
            regarding the Products or the use of the Products;

      (i)   it  acknowledges  that  as  between  the  Purchaser  and  OccuLogix,
            OccuLogix is the sole and exclusive owner of the entire right, title
            and interest in and to the  following  registered  and  unregistered
            trade-marks and trade names in Canada and the United States.:  RHEO,
            RHEOTHERAPY,   RHEOPHERESIS,   RHEO   CLINIC,   VASCULAR   SCIENCES,
            OCCULOGIX,  OUR VISION IS YOUR VISION,  RHEOGENX and any trade-marks
            that are now  used  by,  or  registered  in the  name of,  OccuLogix
            (collectively,  the "OCCULOGIX MARKS"),  and the Purchaser covenants
            to not use,  or assert any rights  in,  the  OccuLogix  Marks or any
            confusingly similar trade-marks or trade names,  without the express
            written permission of OccuLogix, Inc.

      4.3 INDEMNITY.

      (a)   Subject to Section  4.1(c),  OccuLogix shall  indemnify,  defend and
            hold  the  Purchaser  harmless,  and  hereby  forever  releases  and
            discharges the Purchaser, from and against all losses,  liabilities,
            damages  and  expenses  (including  reasonable  attorneys'  fees and
            costs)  resulting  from  all  claims,  demands,  actions  and  other
            proceedings  by any Third Party to the extent  arising  from (a) the
            breach of any  representation,  warranty or  covenant  of  OccuLogix
            under  this  Agreement  or  (b)  the  gross  negligence  or  willful
            misconduct of OccuLogix or any of its Affiliates in the  performance
            of its obligations,  and its carrying on of permitted activities, or
            the exercise of its rights, under this Agreement.

      (b)   The Purchaser shall indemnify,  defend and hold OccuLogix  harmless,
            and hereby  forever  releases  and  discharges  OccuLogix,  from and
            against all losses,  liabilities,  damages and  expenses  (including
            reasonable  attorneys'  fees and costs)  resulting  from all claims,
            demands,  actions  and other  proceedings  by any Third Party to the
            extent arising from (a) the breach of any  representation,  warranty
            or covenant of the Purchaser  under this  Agreement or (b) the gross
            negligence  or willful  misconduct  of the  Purchaser  or any of its
            Affiliates in the performance of its  obligations,  and its carrying
            on of permitted  activities,  or the  exercise of its rights,  under
            this Agreement.


                                      -11-
<PAGE>

      (c)   A party (the  "Indemnitee")  that  intends to claim  indemnification
            under this  Section 4.3 shall  promptly  notify the other party (the
            "Indemnitor") of any claim,  demand,  action or other proceeding for
            which the  Indemnitee  intends  to claim such  indemnification.  The
            Indemnitor shall have the right to participate in, and to the extent
            the  Indemnitor  so  desires  jointly  with  any  other   indemnitor
            similarly  notified,  to assume the  defense  thereof  with  counsel
            selected by the Indemnitor;  provided,  however, that the Indemnitee
            shall  have the right to retain its own  counsel,  with the fees and
            expenses  to be paid by the  Indemnitor,  if  representation  of the
            Indemnitee  by the  counsel  retained  by the  Indemnitor  would  be
            inappropriate due to actual or potential differing interests between
            the  Indemnitee  and any other party  represented by such counsel in
            such proceedings.  The indemnity  obligations under this Section 4.3
            shall not apply to amounts paid in settlement of any claim,  demand,
            action or other  proceeding if such  settlement is effected  without
            the prior express written  consent of the Indemnitor,  which consent
            shall not be  unreasonably  withheld  or  delayed.  The  failure  to
            deliver  notice to the  Indemnitor  within a  reasonable  time after
            notice of any such claim or demand,  or the commencement of any such
            action or other proceeding,  if prejudicial to its ability to defend
            such claim, demand,  action or other proceeding,  shall relieve such
            Indemnitor of any liability to the Indemnitee under this Section 4.3
            with respect  thereto,  but the omission so to deliver notice to the
            Indemnitor shall not relieve it of any liability that it may have to
            the Indemnitee otherwise than under this Section 4.3. The Indemnitor
            may not settle or  otherwise  consent to an adverse  judgment in any
            such claim, demand, action or other proceeding,  that diminishes the
            rights or  interests  of the  Indemnitee  without the prior  express
            written  consent  of the  Indemnitee,  which  consent  shall  not be
            unreasonably  withheld or delayed.  The Indemnitee  shall reasonably
            cooperate with the Indemnitor and its legal  representatives  in the
            investigation  of any  claim,  demand,  action  or other  proceeding
            covered by this Section 4.3 and shall cause its employees and agents
            to do the same to the extent it is able.

                                   ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

      5.1  EXISTENCE.  Each party  hereby  represents  and warrants to the other
party that such party is duly organized,  validly  existing and in good standing
under the laws of the state in which it is organized.

      5.2  AUTHORIZATION  AND  ENFORCEMENT  OF  OBLIGATIONS.  Each party  hereby
represents and warrants to the other party that such party (a) has the power and
authority  and the legal right to enter into this  Agreement  and to perform its
obligations  hereunder  and (b) has  taken all  necessary  action on its part to
authorize the execution and delivery of this  Agreement and the  performance  of
its obligations  hereunder.  This Agreement has been duly executed and delivered
on behalf of such party and  constitutes  a legal,  valid,  binding  obligation,
enforceable against such party in accordance with its terms.


                                      -12-
<PAGE>

                                   ARTICLE 6
                                CONFIDENTIALITY

      6.1 CONFIDENTIALITY COVENANT.

      (a)   Each party will at all times, both during the term of this Agreement
            and thereafter,  keep and hold all  Confidential  Information of the
            other  party in the  strictest  confidence  and,  without  the other
            party's  prior  written  consent,  will  not use  such  Confidential
            Information  for  any  purpose,  other  than  as may  be  reasonably
            necessary  for  the  performance  of its  duties  pursuant  to  this
            Agreement.

      (b)   Each party agrees:

            (i)   that  it will  not  disclose  to any  Third  Party  or use any
                  Confidential  Information  disclosed  to it by the other party
                  except as expressly  permitted in this  Agreement or disclosed
                  with other party's prior written consent; and

            (ii)  that it will take all  reasonable  measures  to  maintain  the
                  confidentiality  of all Confidential  Information of the other
                  party in its possession or control,  which will in no event be
                  less than the measures it uses to maintain the confidentiality
                  of its own information of similar importance.

      (c)   Notwithstanding the foregoing,  each party may disclose Confidential
            Information:

            (i)   to the  extent  any of the  terms  of this  Agreement  must be
                  disclosed pursuant to applicable securities laws;

            (ii)  to the extent required by a court of competent jurisdiction or
                  other governmental  authority or otherwise as required by law;
                  provided the party notifies the other, and the other party has
                  the opportunity to prevent or limit such disclosure; or

            (iii) on  a   "need-to-know"   basis,   under   an   obligation   of
                  confidentiality by the recipient, to its Affiliates and to its
                  Affiliates'  authorized  agents,  contractors,  legal counsel,
                  accountants,  banks  and  other  financing  sources  and their
                  respective advisors.

      (d)   The terms and  conditions of this Agreement will be deemed to be the
            Confidential  Information  of each  party and will not be  disclosed
            without the prior written consent of the other party,  except to the
            extent that OccuLogix and its Affiliates may use similar  provisions
            of the terms herein with other  purchasers  for similar  purposes as
            stated herein.


                                      -13-
<PAGE>

      6.2  RETURN OF  CONFIDENTIAL  INFORMATION.  Upon the  termination  of this
Agreement,  each party will  return to the other all copies of any  Confidential
Information  of the other which is then in its  possession or control,  and will
remove  all  digital  representations  thereof  in any form from all  electronic
storage media in its possession or under its control,  except that the Recipient
Party may retain a record of such Confidential  Information in its files for the
sole purpose of identifying the specific Confidential  Information in respect of
which it has ongoing obligations under this Agreement.

      6.3  NON-SOLICITATION.  OccuLogix and the Purchaser each agree that during
the term of this Agreement and for a period of two years after it is terminated,
that it will not directly or  indirectly  solicit for  employment  any employee,
consultant,  advisor or other individual employed or engaged by the other or any
of its Affiliates during the term of this Agreement.

                                   ARTICLE 7
                              TERM AND TERMINATION

      7.1 TERM. This Agreement will commence on the Effective Date and,  subject
to Sections 7.2, 7.3 and 7.4, will continue until March 31, 2008,  provided that
this Agreement shall be automatically  renewed for successive  one-year terms if
the Purchaser is actively  providing  mobile  apheresis  services in at least 15
states  in the  United  States  on March  31,  2008 and on March 31 of each year
thereafter.  Notwithstanding  the  foregoing,  the  provisions of this Agreement
providing  for the  supply of a  particular  Product  shall  terminate  upon the
termination of any agreement  OccuLogix has with the manufacturer or distributor
of such Product for the supply of such  Product to  OccuLogix.  OccuLogix  shall
notify  Purchaser  within  thirty  (30)  days  of  becoming  aware  of any  such
termination.

      7.2 TERMINATION FOR CAUSE.  Either party may terminate this Agreement upon
or after the breach of any  material  provision  of this  Agreement by the other
party,  if the  breaching  party  has not cured  such  breach  within  twenty 20
business days after notice thereof from the other party.

      7.3  TERMINATION ON CHANGE OF CONTROL.  OccuLogix  shall have the right to
terminate  this  Agreement  upon a Change of  Control,  exclusive  of any merger
outcome with HemaCare Corporation.

      7.4 TERMINATION ON CHANGE OF MANAGEMENT. OccuLogix shall have the right to
terminate this  Agreement  should Dr. Richard  Davis,  the  Purchaser's  current
Chairman and Chief Executive  Officer be removed both (i) from a position on the
board of directors of Rheogenx  Biosciences  Corporation and (ii) as a member of
the senior  management  team of the  Purchaser.  ,  provided  that such right to
terminate shall not be effective upon the death, disability or retirement of Dr.
Richard Davis unless such death,  disability  or  retirement  occurs within five
years from the Effective Date.

      7.5 POST-TERMINATION ORDERS. OccuLogix's acceptance of any Order after the
expiration or termination of this Agreement  shall not be construed as a renewal
or extension of this  Agreement,  or as a waiver of the right to terminate or of
any other matter of right.


                                      -14-
<PAGE>

                                   ARTICLE 8
                                    GENERAL

      8.1 NOTICES.  Every notice provided for in this Agreement shall be written
and  directed to the party to whom  delivered  or given and will be delivered or
given at:

          If to OccuLogix, to:

          2600 Skymark Avenue, Bldg 9,
          Suite 201
          Mississauga, Ontario L4W 5B2
          Attention:  Chief Executive Officer
          Fax:  905.602.7623
          If to Purchaser, to:

          Rheogenx Biosciences Corporation and/or
          PhercSys Therapeutics Corporation
          1107 Investment Blvd., Suite 240
          El Dorado Hill, CA  95762
          Attention:  President and Chief Executive Officer
          Fax:  416.939.9553

Each such notice will be: (i) personally  delivered or by courier;  (ii) sent by
telex,  telecopier or other direct written  electronic  means;  or (iii) sent by
registered mail. Any notice sent by way of the means described in (i) above will
be deemed to have been given and  received on the  business  day on which it has
been personally delivered provided that if such notice has not been delivered on
a business  day,  then it will be deemed to have been given and  received on the
next business day  thereafter.  Any notice sent by way of the means described in
(ii) above will be deemed to have been given and  received  on the date on which
it was  transmitted  provided that if such notice has not been  transmitted on a
business  day or it was not  transmitted  prior to 5:00 p.m.  (local time of the
intended recipient) on the business day that it was transmitted, then it will be
deemed to have been given and received on the next business day thereafter.  Any
notice  sent by the means  described  in (iii) above will be deemed to have been
given and received on the third  business day  following  the date upon which it
has been mailed. If mail service is, or is threatened to be,  interrupted at any
time when a notice is required to be given thereunder,  then such notice will be
given by the means  described  in (i) or (ii)  above.  Each party may change its
address for the purposes of this Section 8.1 from time to time by giving written
notice of such change to the other party in accordance with this Section 8.1.

      8.2 ENTIRE AGREEMENT. This Agreement, together with any Schedules attached
to this Agreement and any  agreements and documents to be delivered  pursuant to
the terms of this  Agreement,  constitutes  the  entire  agreement  between  the
parties  pertaining to the subject  matter of this  Agreement and supersedes all
prior agreements, understandings,  negotiations and discussions, whether oral or
written, of any of the parties in respect of the subject matter hereof.


                                      -15-
<PAGE>

      8.3 INJUNCTIVE RELIEF.  Each party acknowledges that its failure to comply
with the  provisions of this Agreement may cause  irreparable  harm to the other
party which cannot be adequately  compensated  for in damages,  and  accordingly
acknowledges that the other party will be entitled to obtain, in addition to any
other remedies available to it, interlocutory and permanent injunctive relief to
restrain any anticipated, present or continuing breach of this Agreement.

      8.4 WAIVER. A waiver of any default,  breach or non-compliance  under this
Agreement is not effective unless in writing and signed by the party to be bound
by the waiver.  No waiver will be inferred from or implied by any failure to act
or delay in acting by a party in respect of any default, breach,  non-observance
or by  anything  done or omitted to be done by  another  party.  The waiver by a
party of any default,  breach or  non-compliance  under this  Agreement will not
operate as a waiver of that party's  rights  under this  Agreement in respect of
any continuing or subsequent default,  breach or non-compliance  (whether of the
same or any other nature).

      8.5  SEVERABILITY.  Any  provision of this  Agreement  which is invalid or
unenforceable in any jurisdiction will, as to that jurisdiction,  be ineffective
to the extent of such  invalidity or  unenforceability  and will be severed from
the balance of this Agreement, all without affecting the remaining provisions of
this Agreement or affecting the validity or  enforceability of such provision in
any other jurisdiction and appropriate amendments will be made to this Agreement
to put the party who is disadvantaged by such invalidity or  unenforceability in
the  same  financial  position  as  if  no  provision  hereof  were  invalid  or
unenforceable.  The  parties  agree to  immediately  negotiate  in good  faith a
replacement  for any such  provision in order to preserve  the  interests of the
parties to the extent permitted by law.

      8.6 GOVERNING  LAW. This  Agreement  will be governed by, and construed in
accordance  with,  the laws of the  State of New  York,  without  regard  to the
conflicts of law principles thereof.

      8.7 FORCE MAJEURE.  Notwithstanding  any provision herein to the contrary,
neither party shall be deemed to be in default  hereunder for failing to provide
any of the Products or to perform other obligations to be performed  pursuant to
this Agreement if such failure is the result of any labor  dispute,  act of God,
inability to obtain labor or materials,  governmental  restrictions or any other
event  which is beyond  such  party's  reasonable  control.  Such party will use
diligent efforts to remedy such failure or interruption.  Neither party shall be
liable for injury to the other  party's  business or practice or for any loss of
income  therefrom or for damage to the goods,  wares or other property caused by
any such failure or  interruption.  The Purchaser shall have the right to cancel
any Order to the  extent  there is any delay in excess of sixty (60) days in the
delivery of such Order resulting from a force majeure event.

      8.8 SUCCESSORS  AND ASSIGNS.  This Agreement will inure to the benefit of,
and will be  binding  on,  the  parties  and  their  respective  successors  and
permitted assigns. Each of the Purchaser and OccuLogix may assign this Agreement
and  its  respective  rights  and  obligations  hereunder  only  to  one  of its
Affiliates or to a purchaser  of, or to a successor by merger or  reorganization
to,  all or  substantially  all of its  respective  assets  and not to any other
Person.


                                      -16-
<PAGE>

      8.9  RELATIONSHIP  OF PARTIES.  Each of the parties hereto are independent
contractors.  Nothing  herein  will be  construed  to  place  the  parties  in a
relationship of principal and agent,  partners or joint  venturers,  and neither
party  will have the power to  obligate  or bind the other  party in any  manner
whatsoever.

      8.10  COUNTERPART AND FACSIMILE.  This Agreement may be executed in one or
more  counterparts,  each of which  when so  executed  shall be  deemed to be an
original  and  such  counterparts  together  shall  constitute  one and the same
instrument.  The  signature  of any of the parties  hereto may be evidenced by a
facsimile copy of this Agreement bearing such signature. Such signature shall be
valid and  binding as if an original  executed  copy of the  Agreement  has been
delivered.


                                      -17-
<PAGE>

      BY  SIGNING  BELOW,  the  parties  agree to be bound by the  terms of this
Agreement as of the date of this Agreement first above mentioned.

                                           OCCULOGIX, INC.


                                           By:
                                             -----------------------------------
                                             Name:
                                             Title:



                                           RHEOGENX BIOSCIENCES CORPORATION


                                           By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                      -18-
<PAGE>

                                   SCHEDULE 1

                               PRODUCTS AND PRICES

OCTONOVA(R) APHERESIS MACHINE

The OctoNova apheresis machine is a microprocessor  controlled  state-of-the-art
blood and plasma therapy  machine used in patients  requiring  numerous forms of
extracorporeal  therapy and, in RHEO Therapy in  particular,  for the removal of
macromolecular plasma components in its performance of Rheopheresis.

The  OctoNova(R)  comes with a one year on-site full service  warranty.  Initial
installation, calibration and operator training will be provided by OccuLogix.

FILTERS

PLASMAFLO(R) [OP-05W(L)] PLASMA SEPARATOR

In plasma therapy,  the Plasmaflo(R)  Plasma Separator  performs the key initial
function of separating  the plasma from whole blood,  and is used in conjunction
with a second  column (the  Rheofilter(R))  for  purification  of the  separated
plasma, which may then be returned to the patient. It thus enables the efficient
removal of harmful  substances,  with  simultaneous  replenishment  of  clotting
factors.

RHEOFILTER(R) (AR-2000) PLASMA COMPONENT SEPARATOR

The   Rheofilter(R)   Plasma   Component   Separator  is  used  as  part  of  an
extracorporeal   treatment   system  in  combination  with  a  plasma  separator
(Plasmaflo(R))  for  improvement  in  Rheological  parameters,  for treatment of
dysproteinemia  due to  abnormal  plasma  viscosity  and  for  removal  of  high
molecular weight proteins which may influence disorders of the microcirculation.

TUBING SETS

Both Filters as above shall include their disposable tubing sets.

[NTD:  INITIAL PRICING INFORMATION TO BE ADDED.]


<PAGE>

                                   SCHEDULE 2

                            GEOGRAPHIC AREAS SCHEDULE



[NTD:  TO BE SETTLED.]