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EMPLOYMENT AGREEMENT

THIS AGREEMENT made the 4th day of February 2002.

BETWEEN:

MEDICURE INC., 
  a corporation incorporated under the federal laws of Canada,
  (hereinafter referred to as the Employer),

- and -

DEREK G. REIMER, 
  of the City of Winnipeg, in the Province of Manitoba,
  (hereinafter referred to the "Employee").

WHEREAS
  the Employer is engaged in the Business;

AND
  WHEREAS the Employer desires to employ or to continue to employ the Employee
  in its Business, and the Employee desires to be so employed or to be so continued
  to be employed;

NOW
  THEREFORE in consideration of the premises and of the mutual covenants herein
  contained, the parties hereto agree as follows:

1.            
  Definitions

Capitalized
  terms used in this Agreement shall have the meanings set forth in Schedule A
  hereto.

2.            
  Employment

The
  Employer hereby agrees to employ the Employee for the purpose set forth in Schedule
  B attached hereto, and the Employee hereby accepts such employment, all on the
  terms and conditions herein set forth.

3.            
  Commencement and Termination

| | (a) | Employment shall commence on the date set forth in
        Schedule B, and shall continue until this Agreement is terminated by either
        party hereto in accordance with the provisions hereof.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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2

| | (b) | Either party may terminate
        this Agreement at any time, without cause, on two weeks written notice
        to the other party or, in the case of termination by the Employer, payment
        of the Employees salary for two weeks in lieu of such notice. The
        Employer may terminate this Agreement at any time for cause immediately
        upon notifying the Employee in writing to this effect. For purposes of
        this Agreement, cause shall include any breach of this Agreement
        by the Employee, receipt by the Employer of notice from any client or
        customer of the Employer that the performance of the Employee is unsuitable,
        or, subject to the Employers duty to reasonably attempt to accommodate
        the Employee, in the event the Employee becomes totally disabled.
        For certainty, totally disabled means the occurrence of:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | Notwithstanding paragraph
        (b) of this section 3, in the event the Employee has not already been
        employed by the Employer for at least 12 months, the first 12 months of
        employment under this Agreement shall be considered a probationary period,
        during which period such employment may be terminated by the Employer
        without notice and without payment in lieu of notice if the Employees
        services are not satisfactory to the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | In the event the Employee
        seeks to terminate this Agreement but does not provide two weeks notice
        as required by paragraph (b) of this section 3, the Employer may recover
        an equivalent amount from the Employee in lieu of such notice by set off
        against any and all amounts then owing by the Employer to the Employee
        including, without limitation, vacation pay.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) | In the event of any termination
        of employment under this Agreement for any reason whatsoever, the Employee
        acknowledges and agrees that the Employee will have no claim against the
        Employer for damages or otherwise except for accrued remuneration due
        and owing to the Employee as of the effective date of such termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) | Notwithstanding any other
        provision of this section 3, this Agreement shall terminate immediately
        upon any termination of any contract which the Employer has entered into
        and which is referred to in Schedule B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| | (g) | In the event of any termination of employment under
        this Agreement for any reason whatsoever, or upon the request of the Employer
        from time to time, the Employee shall immediately return to the Employer
        all materials, including all copies in whatever form, containing any Confidential
        Information which are in the Employees possession or under the Employees
        control, together with anything else that could provide access to any
        Confidential Information as well as all records or personal notes of any
        nature whatsoever prepared by the Employee and relating to work performed
        by the Employee while employed by the Employer, including all copies in
        whatever form as well as all other property of the Employer then in the
        possession or under the control of the Employee including, without limitation,
        all computer equipment (hardware, software, and documentation), all other
        equipment, all tools, all materials, all merchandise, and all promotional
        information of any nature whatsoever.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4. 
  Compensation

The
  Employees compensation shall be the amount calculated and paid in the
  manner set forth in Schedule B.

5.           
  General Duties

During
  the period of employment of the Employee by the Employer, the Employee shall:

| | (a) | devote full working time and best efforts,
        judgment, skill, and ability to the performance of all duties as may be
        assigned to the Employee by the Employer, from time to time;                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | comply with all lawful instructions
        of the Employer as may be in effect from time to time, and abide by any
        and all rules, policies, and procedures enacted by the Employer and brought
        to the attention of the Employee as same may be in effect from time to
        time including, without limitation, those regarding attendance, professional
        conduct, and security;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | reflect the highest standards of integrity,
        honesty, and responsibility in dealings with the Employers or its
        Affiliates clients, prospective clients, customers, prospective
        customers, suppliers, and employees; and                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | use his best efforts to faithfully,
        honestly, and diligently serve and endeavour to further the best interests
        of the Employer.                                                                                                                                                                                                                                                           

6.           Confidential
  Information

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4

The
  Employee acknowledges that during the course of employment with the Employer
  the Employee may become aware of, see or receive copies of, have access to or
  become knowledgeable in respect of Confidential Information. The Employee acknowledges
  and agrees that the Employee shall not acquire any right, title or interest
  in or to any Confidential Information, by virtue of being employed by the Employer
  or otherwise, and that the Employer or its Affiliates, clients, customers or
  suppliers, as the case may be, owns the Confidential Information.

7.           
  Non-Disclosure of Confidential Information

At
  all times during the Employee's employment with the Employer and at all times
  subsequent thereto, the Employee shall:

| | (a) | keep in strictest confidence and trust
        all Confidential Information;                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                 
| | (b) | take all necessary precautions against
        unauthorized disclosure of any Confidential Information;                                                         
| |     |                                                                                                                                                                 
| | (c) | not directly or indirectly disclose,
        allow access to, transmit or transfer any Confidential Information to
        a third party; and                   
| |     |                                                                                                                                                                 
| | (d) | not copy or reproduce any Confidential
        Information except as may be reasonably required for the Employee to perform
        his duties for the Employer.

For
  certainty, at all times during the Employees employment with the Employer
  and all times subsequent thereto, the Employee acknowledges that he shall not
  disclose or use any Confidential Information in any manner whatsoever except
  as reasonably required for the Employee to perform his duties for the Employer.

8.            
  Developments

The
  Employee agrees to be bound by the Employers Developments Policy as set
  forth in Schedule C to this Agreement.

9.            
  Non-Competition

The
  Employee agrees that while the Employee is employed by the Employer, and for
  a period of three (3) years immediately following the termination of the Employees
  employment with the Employer for any reason whatsoever, without the prior written
  approval of the President of the Employer, the Employee shall not, either individually
  or in partnership or in conjunction with any person, firm, association, syndicate,
  corporation or entity as principal, agent, shareholder, employee, owner, investor,
  partner (inactive or otherwise), director or officer of a corporation or in
  any other manner whatsoever, directly or indirectly, carry on or be engaged
  in or be concerned with or interested in or advised, to lend money to, and guarantee
  the debts or obligations of or permit his name or any part thereof to be used
  or employed by any person, firm, association, syndicate, corporation or entity
  engaged in or concerned with or interested in, within

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5

North America, the Business, or any business similar to the
  Business carried on by the Employer or any Affiliate, or that could reasonably
  be viewed as being competitive with the Business of the Employer or any Affiliate.

The
  Employee hereby agrees that all restrictions in this section 9 are reasonable
  and valid and all defences to the strict enforcement thereof by the Employer
  are hereby waived by the Employee.

10. Non-solicitation

The
  Employee agrees that while the Employee is employed by the Employer, and for
  two (2) years immediately following the termination of the Employees employment
  with the Employer for any reason whatsoever, the Employee shall not, without
  the prior written consent of the Employer, directly or indirectly, either personally
  or by agent or by letters, circulars or advertisements, whether on his own behalf
  or on behalf of any other person, firm, association, syndicate, corporation
  or entity:

| | (a) | contact, canvass, solicit, induce or
        attempt to induce or do business of a similar nature as that of the Employer,
        with any person, firm, association, syndicate, corporation, or entity
        which was a client, customer, employee of or an independent contractor
        to the Employer or any Affiliate at the time of such termination or any
        time during the twelve (12) month period immediately preceding such termination;                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | hire any employee of or independent
        contractor to the Employer or any Affiliate, or contact, canvass, solicit,
        induce or attempt to induce any person who was an employee of or an independent
        contractor to the Employer or any Affiliate at the time of such termination
        or any time during the twelve (12) month period immediately preceding
        such termination, to terminate their employment or independent contracting
        agreement with the Employer or any Affiliate.

The
  Employee hereby agrees that all restrictions in this section 10 are reasonable
  and valid and all defences to the strict enforcement thereof by the Employer
  are hereby waived by the Employee.

11. Security
  Clearance Requirements

The
  Employee shall forthwith comply with each and every security clearance requirement
  communicated by the Employer to the Employee. In particular, the Employee acknowledges
  and agrees that continued employment by the Employer may be conditional upon
  the Employee complying with such security clearance requirements.

12. Enforcement

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6

The
  Employee acknowledges and agrees that the Employees faithful observance
  of all covenants in this Agreement is an essential condition to his employment,
  and that the Employer requires absolute compliance. The Employee further acknowledges
  and agrees that damages may not be an adequate remedy to compensate the Employer
  for any breach of the Employee's obligations contained in this Agreement, and
  accordingly the Employee agrees that in addition to any and all other remedies
  available, the Employer shall be entitled to obtain relief by way of a temporary
  or permanent injunction to enforce the obligations contained in this Agreement.
  The Employee further acknowledges and agrees that any breach of this Agreement,
  including, without limitation, the Employer's Technology Protection Policy,
  if any, in effect from time to time, shall constitute grounds for discipline
  up to and including immediate termination of employment for cause.

13. Entire
  Agreement

This
  Agreement, together with any schedule which may be attached hereto from time
  to time, constitutes the entire agreement between the Employer and the Employee
  pertaining to the subject matter hereof and supercedes all prior formal and
  informal agreements, proposals, promises, inducements, representations, conditions,
  warranties, understandings, negotiations, and discussions, whether oral or written,
  of the Employer and the Employee.

14.          Governing
  Law

This
  Agreement shall be governed by and interpreted in accordance with the laws in
  effect in the Province of Manitoba.

15.           No
  Assignment

Neither
  this Agreement, nor any rights or obligations hereunder, shall be assignable
  by the Employee.

16.         Waivers

No
  waiver by the Employer of any breach of any of the covenants, provisoes, conditions
  or stipulations herein contained, whether express or implied or negative or
  positive in form, by the Employee, shall have any effect or be binding upon
  the Employer unless the same shall be in writing under the authority of the
  Employer, and any waiver shall extend only to the particular breach so waived
  and shall not limit or affect the rights of the Employer with respect to any
  other or further breach by the Employee.

17. Severability

Each
  and every term and provision in this Agreement shall be severable, one from
  the other, and should any court of competent jurisdiction interpreting this
  Agreement determine any provision or term hereof to be void or unenforceable,
  then the same shall be struck from this Agreement without in any way affecting
  the validity of any other term or provision of this Agreement.

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18. Time
  of the Essence

Time
  shall in all respects be of the essence of this Agreement.

19. Successors
  and Assigns

This
  Agreement shall enure to the benefit of and be binding upon the Employer and
  the Employee, and their respective heirs, executors, administrators, successors,
  and other legal representatives and their respective successors.

20.Gender and
  Number

In
  this Agreement, words importing the singular include the plural and vice versa,
  and words importing gender include all genders.

THE EMPLOYEE HEREBY ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT,
  UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE IN
  RESPECT OF IT, AND AGREES TO ITS TERMS. The Employee acknowledges having received
  a fully executed copy of this Agreement.

IN
  WITNESS WHEREOF the parties hereto have duly executed this Agreement on the
  day and year first written above.

|          | MEDICURE
      INC.
|--------- | -------------------
|          |                    
|          | Per:               
|          |                    
|          |                    
|          |                    
|          |                    
|          |                    
|          |                    
|          |                    
|(Witness) |                    

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8

SCHEDULE A

TO

MEDICURE INC.

EMPLOYMENT AGREEMENT

DEFINITIONS

For
  purposes of the Employment Agreement utilized by Medicure Inc. (the Employer),
  together with any Schedule thereto, the following capitalized terms shall have
  the following meanings:

|1. | "Affiliate" means the Employer, together
      with any other corporation, regardless of its jurisdiction of incorporation,
      that:                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                  
|   | (b)                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                  
|   | (c)                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                  
|   | For greater certainty, if
        pursuant to the foregoing definition two corporations are each affiliated
        with a third corporation at the same time they are deemed to be affiliated
        with each other.          
|   |                                                                                                                                                                                                                                  
|2. | "Agreement" means,
        collectively, the Employment Agreement executed by an Employee together
        with all Schedules then or thereafter attached thereto including, without
        limitation, the following Schedules:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Schedule A - | Definitions          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ---------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Schedule B - | Purpose of Employment
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Schedule C - | Developments Policy  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |              |                      
|3. | Businessmeans the
        business of planning, supporting, financing, conducting, negotiating,
        contracting, sub-contracting or otherwise conducting or planning to conduct
        the activities associated with research, development, clinical trials,
        regulatory testing, compliance, manufacturing, distribution, marketing,
        sales, licensing, sub-licensing or other exploitation of biotechnology
        products, and in particular such business in Canada and in the United
        States associated with the development of compounds which are currently
        or are planned for research and development by the Employer or any Affiliate
        and associated with target markets as selected by the Employer or any
        Affiliate.

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9

|4. | "Confidential Information" includes all
      of the following:
|-- | ---------------------------------------------------------------
|   |                                                                
|   | (a)                                                            
|   |                                                                
|   | (b)                                                            
|   |                                                                
|   | (c)                                                            
|   |                                                                
|   | (d)                                                            
|   |                                                                
|   | (e)                                                            
|   |                                                                
|   | (f)                                                            
|   |                                                                
|   | (g)                                                            
|   |                                                                
|   | (h)                                                            
|   |                                                                
|   | (i)                                                            
|   |                                                                
|   | (j)                                                            
|   |                                                                
|   | (k)                                                            

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|   | (l)                                                                                                                                                                                                                                                                | such information as a director, officer
        or senior employee of the Employer or any Affiliate may from time to time
        designate to the Employee as being included in the expression "Confidential
        Information";
        whether the same may be contained in papers, microfilm, recordings, computer
        disks, magnetic storage or, without limitation, any other medium of storage
        of information; provided that Confidential Information does not include
        information which is or becomes generally available to the public without
        the fault of the Employee.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                   
|5. | "Developments" means:                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                                                                                                | all reports, products, scientific, and
        technical information or material;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (b)                                                                                                                                                                                                                                                                | all inventions, devices, discoveries,
        concepts, ideas, algorithms, formulae, specifications, proposals, models,
        designs, processes, techniques, systems and improvements, test results
        and reports, analyses, simulation results, tables of operating conditions,
        materials, components, industrial skills, operating and testing procedures,
        know-how and show-how, whether patentable or not; and                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (c)                                                                                                                                                                                                                                                                | all software, documentation, data, designs,
        reports, flowcharts, trademarks, specifications and source code listings,
        and any related works, including any enhancements, modifications or additions
        to the products owned, marketed, licensed or used by the Employer or any
        Affiliate;                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | conceived, developed, created,
        generated, produced or reduced to practice by the Employee, alone or jointly
        with others, during the Employees employment with the Employer and
        which:                                                    
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (d)                                                                                                                                                                                                                                                                | are complimentary to or could reasonably
        be viewed as being competitive with any of the products owned or marketed
        by the Employer or any Affiliate; or                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (e)                                                                                                                                                                                                                                                                | result from tasks assigned to the Employee
        by the Employer or any Affiliate; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (f)                                                                                                                                                                                                                                                                | result from the use of the premises
        or property (including equipment, supplies, materials or Confidential
        Information) owned, leased or licensed by the Employer or any Affiliate.                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                   
|   | Any Development so conceived, developed, created,
      generated, produced or reduced to practice shall constitute Confidential
      Information immediately upon such conception, development, creation, generation,
      production or reduction to practice.
|   |                                                                                                                                                                                                                                                                   
|6. | "Trade Secrets" means
        all information concerning or with respect to the Employer or any Affiliate
        and its respective business and affairs that:                                                                                                   
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                                                                                                | derives economic value, actual or potential,
        from not being generally known to, and not being readily ascertainable
        by proper means by, other persons who can obtain economic value from the
        disclosure or use thereof; and                                                                                                                                                                                                                                                                                                                                                              

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| | (b)                                                                                                                                                                                                                                                                  | is the subject of efforts that are reasonable under the circumstances
      to maintain the secrecy thereof.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                      |                                                                                                             
| | In essence, Trade Secrets
        are the distinctive features of the operations of the Employer or any
        Affiliate that make the products or services of that corporation, and
        the way that that corporation conducts business, special, even unique.

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12

SCHEDULE B

TO

MEDICURE INC.

EMPLOYMENT AGREEMENT

PURPOSE OF EMPLOYMENT

|Purpose of Employment:    | Chief Financial Officer  
|------------------------- | -------------------------
|                          |                          
|Commencement Date:        | February 4, 2002         
|                          |                          
|Hours:                    |                          
|                          |                          
|Compensation:             |                          
|                          |                          
|–                         | Amount per hour or       
|                          | per annum, as applicable:
|                          |                          
|–                         | Payment:                 
|                          |                          
|Benefits:                 |                          
|                          |                          
|–                         | Vacation:                
|                          |                          
|–                         | Bonuses:                 
|                          |                          
|–                         | Stock Options:           
|                          |                          
|Contract (for purposes of |                          
|section 3(f):             |                          

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13

SCHEDULE C

TO

MEDICURE INC. EMPLOYMENT AGREEMENT

DEVELOPMENTS POLICY

Violation of this Policy is grounds for discipline up
  to and including immediate dismissal for cause.

All Employees of Medicure Inc. (the "Employer") MUST
  comply with this Policy. By signing the Employers Employment Agreement,
  each Employee agrees as follows:

|1. | To make full disclosure to the Employer
        of each Development promptly after its conception, development, creation,
        generation, production or reduction to practise.                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | To be deemed to have assigned and transferred
        to the Employer, automatically upon the conception, development, creation,
        generation, production or reduction to practise of any Development, and
        without further consideration, all of the Employees right, title,
        and interest in and to each Development throughout the world, including
        all trade secrets, patent rights, copyrights, and all other intellectual
        property rights therein, with such deemed assignment and transfer to be
        treated in all respects as a formal assignment in writing.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | To recognize the Employer as the exclusive
        owner of all of the Employee's right, title, and interest in and to each
        Development throughout the world, including all trade secrets, patent
        rights, copyrights and all other intellectual property rights therein.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4. | To cooperate fully at all times during
        and subsequent to the Employee's employment with the Employer with respect
        to signing further documents and doing such acts and other things reasonably
        requested by the Employer to confirm such assignment and transfer of ownership
        of rights, including any and all intellectual property rights, effective
        at or after the time any Development is conceived, developed, created,
        generated, produced or reduced to practise and to obtain patents or copyrights
        or the like covering any Development.     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | To not require the Employer, its successors,
        assignees, and licensees to designate the Employee as the author of any
        Development.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | To be deemed to have waived in whole
        all moral rights which the Employee may have in any Development, including
        the right to the integrity of the Development, the right to be associated
        with the Development, the right to restrain or claim damages for any distortion,
        mutilation or other modification of the Development, and the right to
        restrain use or reproduction of any Development in any context and in
        connection with any product, service, cause or institution, with such
        deemed waiver to be treated as a formal waiver in writing.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | To not knowingly infringe the intellectual
        property rights, including copyright, of any third party in the Employees
        work creating any Development.                                                                                                                                                                                                                                                                                                                                                                                                                                           

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