<PAGE>

                                LICENSE AGREEMENT


         THIS LICENSE AGREEMENT dated as of October 1, 2003 (the "Effective
Date") (this "Agreement"), is entered into between Vascular Sciences
Corporation, a Delaware corporation ("VSC"), having a place of business located
at 612 Florida Avenue, Palm Harbor, Florida 34683, and RheoGenX Biosciences
Corporation ("RheoGenX"), having a place of business at 4522 Cheval Blvd., Lutz,
FL 33558.

                              W I T N E S S E T H :

         WHEREAS, VSC owns or has a license to certain patent rights, trademark
rights and know-how rights and RheoGenX desires to obtain a license to such
rights from VSC.

         WHEREAS, VSC desires to grant to RheoGenX certain licenses in the
Exclusive Field and the Non-Exclusive Field to such rights on the terms set out
herein.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth below, the parties hereby agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         For purposes of this Agreement, the terms defined in this Article 1
("Definitions") shall have the respective meanings set forth below:

         1.1 "Affiliate" shall mean, with respect to any Person, any other
Person which directly or indirectly controls, is controlled by, or is under
common control with, such Person. A Person shall be regarded as in control of
another Person if it owns, or directly or indirectly controls, at least forty
percent (40%) of the voting stock or other ownership interest of the other
Person, or if it directly or indirectly possesses the power to direct or cause
the direction of the management and policies of the other Person by any means
whatsoever.

         1.2 "Confidential Information" shall mean, with respect to a party, all
information of any kind whatsoever, and all tangible and intangible embodiments
thereof of any kind whatsoever, which is disclosed by such party to the other
party and is marked, identified as or otherwise acknowledged to be confidential
at the time of disclosure to the other party. Notwithstanding the foregoing,
Confidential Information of a party shall not include information which the
other party can establish by written documentation (a) to have been publicly
known prior to disclosure of such information by the disclosing party to the
other party, (b) to have become publicly known, without fault on the part of the
other party, subsequent to disclosure of such information by the disclosing
party to the other party, (c) to have been received by the other party at any
time from a source, other than the disclosing party, rightfully having
possession of and the right to disclose such information, (d) to have been
otherwise known by the other party prior to disclosure of such information by
the disclosing party to the other party, or (e) to have



                                       1
<PAGE>

been independently developed by employees or agents of the other party without
access to or use of such information disclosed by the disclosing party to the
other party.

         1.3 "Cost" shall mean, in respect of either VSC or RheoGenX (for
purposes of this definition each shall be referred to as a "licensor") granting
a license hereunder, the fully burdened cost to the applicable licensor
(including, without limitation, any applicable license fees, service fees and
royalties required to be paid and all taxes, insurance and other similar
charges), to continue to have rights as licensor in any of the VSC Technology
Rights, RheoGenX Know-How Rights or RheoGenX Patent Rights, as applicable.

         1.4 "Exclusive Field" shall mean the Field excluding the Non-Exclusive
Field.

         1.5 "Field" shall mean the evaluation, diagnosis, monitoring and
treatment of non-ophthalmic diseases, states or conditions in humans, subject to
modification by the parties upon their mutual agreement in writing.

         1.6 "RheoGenX Know-How Rights" shall mean all trade secret and know-how
rights that RheoGenX, now or in the future, during the term of this Agreement,
owns or has a license or other rights (together with the right to grant
sublicenses or other rights) to, regarding subject matter that is necessary or
useful in the Field (including without limitation, improvements to VSC Patent
Rights or VSC Know-How Rights).

         1.7 "RheoGenX Patent Rights" shall mean all rights available under the
claims of all issued patents and patent applications that RheoGenX, now or in
the future, during the term of this Agreement, owns or has a license or other
rights (together with the right to grant sublicenses or other rights) to, which
claim subject matter that is necessary or useful in the Field (including without
limitation, improvements to VSC Patent Rights or VSC Know-How Rights).

         1.8 "Non-Exclusive Field" shall mean the evaluation, diagnosis,
monitoring and treatment of general wellness and sudden deafness diseases,
states or conditions in humans, subject to modification by the parties upon
their mutual agreement in writing.

         1.9 "Person" shall mean 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 not
specifically listed herein.

         1.10 "Territory" shall mean the territory defined in the Sales
Agreement between the parties, dated as of the date hereof (the "Sales
Agreement").

         1.11 "Third Party" shall mean any Person other than VSC, RheoGenX and
their respective Affiliates.

         1.12 "VSC Know-How Rights" shall mean all trade secret and know-how
rights that VSC, now or in the future, during the term of this Agreement, owns
or has a license or other rights (together with the right to grant sublicenses
or other rights) to, regarding subject matter (including without limitation,
technical information, formulae, clinical data, complete access to regulatory
files and inventions) that is necessary or useful in the Field.



                                       2
<PAGE>

         1.13 "VSC Patent Rights" shall mean all rights available under the
claims of all issued patents and pending patent applications that VSC, now or in
the future, during the term of this Agreement, owns or has a license or other
rights (together with the right to grant sublicenses or other rights) to, which
claim subject matter (including without limitation, technical information,
formulae and inventions) that is necessary or useful in the Field, including the
patents and/or patent applications set forth on Exhibit A ("Patents and
Trademarks") hereto.

         1.14 "VSC Technology Rights" shall mean, collectively, the VSC Patent
Rights, VSC Know-How Rights and the VSC Trademark Rights.

         1.15 "VSC Trademark Rights" shall mean the rights of VSC with respect
to the trademarks, trade names and service marks listed on Exhibit A ("Patents
and Trademarks") hereto and such other marks as the parties may mutually agree
upon in writing in the future, during the term of this Agreement.

                                   ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES

         2.1 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.

         2.2 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.

                                   ARTICLE 3

                                    LICENSES

         3.1 License Grant. Subject to the terms of this Agreement, VSC hereby
grants to RheoGenX at Cost:

            (i)   an exclusive, even as to VSC, nontransferable, license (or
                  sublicense, as applicable), including the right to grant
                  sublicenses, under the VSC Technology Rights for use in the
                  Territory in the Exclusive Field; and

            (ii)  a non-exclusive, nontransferable, license (or sublicense, as
                  applicable), including the right to grant sublicenses, under
                  the VSC Technology Rights for use in the Territory in the
                  Non-Exclusive Field,

            subject to the rights granted by VSC to Occular Technologies, L.L.C.
            relating to the VSC Trademark Rights. RheoGenX will not exploit or
            otherwise use the VSC



                                       3
<PAGE>

            Technology Rights for any other purpose or otherwise except as
            specifically set forth in the preceding sentence. Costs shall be
            invoiced by VSC to RheoGenX from time to time and paid by RheoGenX
            within 20 days after the date of such invoice.


         3.2 Third Party Rights. The parties acknowledge and agree that VSC has
obtained certain rights and licenses from Third Parties, including without
limitation, its suppliers and licensors, and all rights and licenses granted to
RheoGenX pursuant to this Agreement are subject to the rights of such Third
Parties and the terms and conditions of the agreements between VSC and such
Third Parties, and the rights and licenses granted by VSC in this Agreement are
granted to the extent and only to the extent that VSC has the right to grant
such rights and licenses pursuant thereto. VSC will not willfully take any
action or make any omission (except for such acts and omissions as are agreed
upon or consented to by RheoGenX or TLC Vision Corporation, and such acts and
omissions of which such parties are aware or should reasonably be aware which
are related to or taken in connection with a transaction between VSC and either
or both of such parties) to cause a material breach or violation of any of the
terms of such Third Party agreements.

         3.3 Grant Back.

             3.3.1 Subject to the terms of this Agreement and any applicable
Third Party licenses, RheoGenX hereby grants to VSC at Cost an exclusive, even
as to RheoGenX, nontransferable, license, including the right to grant
sublicenses, under the RheoGenX Patent Rights and the RheoGenX Know-How Rights
for use outside the Territory and/or outside the Exclusive Field.

             3.3.2 In the event of and automatically upon the occurrence of the
termination of this Agreement, subject to the terms of any applicable Third
Party licenses, RheoGenX hereby grants to VSC at Cost a non-exclusive,
nontransferable, is license, including the right to grant sublicenses, under the
RheoGenX Patent Rights and the RheoGenX Know-How Rights for use in the Territory
in the Field.

             3.3.3 VSC will not exploit or otherwise use the RheoGenX Patent
Rights or the RheoGenX Know-How Rights for any other purpose or otherwise except
as specifically set forth in this Section 3.3 ("Grant Back").

             3.3.4 Costs shall be invoiced by RheoGenX to VSC from time to time
and paid by VSC within 20 days after the date of such invoice.

         3.4 No Other Technology Rights. Except as otherwise provided in this
Agreement, under no circumstances shall a party, as a result of this Agreement,
obtain any ownership interest or other right in any invention, discovery,
composition or other technology, or in any patent right or other intellectual
property right, of the other party (including without limitation those owned,
controlled or developed by the other party, or transferred by the other party to
such party at any time pursuant to this Agreement).



                                       4
<PAGE>

                                   ARTICLE 4

                               PROPRIETARY RIGHTS

         4.1 Disclaimer. OTHER THAN AS EXPRESSLY PROVIDED HEREIN, VSC
SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS RELATING TO THE VSC
TECHNOLOGY RIGHTS.

         4.2 Proprietary Rights. Except for the licenses granted in this
Agreement, as between VSC and RheoGenX, VSC and its licensors own all right,
title and interest in and to the VSC Technology Rights. The VSC Technology
Rights are not to be sublicensed or otherwise transferred by RheoGenX except as
specifically permitted under this Agreement.

         4.3 Limitation of Liability. EXCEPT FOR RHEOGENX'S INDEMNIFICATION
OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE OR
OBLIGATED TO THE OTHER PARTY HERETO IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE,
EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN
ADVANCE.

         4.4 VSC Trademark Rights Limitations. All uses of the marks under the
VSC Trademark Rights by RheoGenX shall inure to the benefit of VSC (or its
licensors, as applicable). RheoGenX shall not, at any time, do or suffer to be
done any act or thing which may in any way adversely affect any rights of VSC in
or to the VSC Trademark Rights or which, directly or indirectly, may reduce the
value of the VSC Trademark Rights or detract from VSC's (or its licensors')
reputation. Should VSC notify RheoGenX in writing that RheoGenX's use of the
marks under the VSC Trademark Rights does not conform to standards set by VSC,
RheoGenX shall immediately cease such nonconforming use and shall bring such use
into conformance and provide VSC with specimens of such conforming use within
five (5) days of receipt of VSC's notice. At VSC's request, RheoGenX shall
execute any documents, including without limitation, registration documents or
other agreements, reasonably required by VSC to confirm VSC's (or its
licensors') ownership of all rights in and to the VSC Trademark Rights and to
confirm the rights of VSC under this Agreement. In the event that VSC desires to
change any mark under any VSC Trademark Right, RheoGenX will cooperate with
VSC's instructions in making any such changes. RheoGenX shall not challenge, at
any time, VSC's (or its licensors') ownership or the validity of the VSC
Trademark Rights or any registrations or applications for registration thereof,
or any rights of VSC (or its licensors) therein. RheoGenX shall not apply for or
acquire the registration of any mark under any VSC Trademark Right. Should
RheoGenX have any mark under any VSC Trademark Right registered in its name or
name of any other person, RheoGenX agrees that VSC (or its licensors) shall have
the right to have the registration canceled or transferred to VSC (or its
licensor, as applicable). In the event that RheoGenX learns of any infringement
of a VSC Trademark Right or of any use by any



                                       5
<PAGE>

person of any mark similar to a mark under the VSC Trademark Rights, RheoGenX
will promptly notify VSC thereof. VSC (or its licensors) thereupon shall take
such action as they deem advisable for the protection of their rights under the
VSC Trademark Rights and, if requested to do so by VSC, RheoGenX shall cooperate
with VSC (and its licensors) in all respects at VSC's sole expense. In no event,
however, shall VSC be required to take any action if it deems it inadvisable to
do so and RheoGenX shall have no right to take any action with respect to the
VSC Trademark Rights without VSC's prior written approval.

         4.5 Proprietary Rights. Except for the licenses granted in this
Agreement, as between VSC and RheoGenX, RheoGenX and its licensors own all
right, title and interest in and to the RheoGenX Patent Rights and the RheoGenX
Know-How Rights. The RheoGenX Patent Rights and the RheoGenX Know-How Rights are
not to be sublicensed or otherwise transferred by RheoGenX except as
specifically permitted under this Agreement.

         4.6 Disclaimer. OTHER THAN AS EXPRESSLY PROVIDED HEREIN, RHEOGENX
SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS RELATING TO THE
RHEOGENX PATENT RIGHTS AND THE RHEOGENX KNOW-HOW RIGHTS.

                                   ARTICLE 5

                                 CONFIDENTIALITY

         5.1 Confidential Information. During the term of this Agreement, and
for a period of five (5) years following the expiration or earlier termination
hereof, each party shall maintain in confidence all Confidential Information
disclosed by the other party, and shall not use, disclose or grant the use of
the Confidential Information except on a need-to-know basis to those directors,
officers, employees, consultants, clinical investigators, contractors,
(sub)licensees, distributors or permitted assignees, to the extent such
disclosure is reasonably necessary in connection with such party's activities as
expressly authorized by this Agreement. To the extent that disclosure is
authorized by this Agreement, prior to disclosure, each party hereto shall
obtain agreement of any such Person to hold in confidence and not make use of
the Confidential Information for any purpose other than those permitted by this
Agreement. Each party shall notify the other promptly upon discovery of any
unauthorized use or disclosure of the other party's Confidential Information.

         5.2 Terms of this Agreement. Except as otherwise provided in Section
5.1 ("Confidential Information") above, neither party shall disclose any terms
or conditions of this Agreement to any Third Party without the prior consent of
the other party. Notwithstanding the foregoing, prior to execution of this
Agreement, the parties shall agree upon the substance of information that can be
used to describe the terms of this transaction, and each party may disclose such
information, as modified by mutual agreement from time to time, without the
other party's consent.



                                       6
<PAGE>

         5.3 Permitted Disclosures. The confidentiality obligations contained in
this Article 5 ("Confidentiality") shall not apply to the extent that the
receiving party (the "Recipient") is required to disclose information by law,
order or regulation of a governmental agency or a court of competent
jurisdiction, provided that the Recipient shall provide written notice thereof
to the other party and sufficient opportunity to object to any such disclosure
or to request confidential treatment thereof.

                                   ARTICLE 6

                              TERM AND TERMINATION

         6.1 Expiration. The term of this Agreement shall commence on the
Effective Date and, unless terminated earlier pursuant to Section 6.2
("Termination for Cause") below, this Agreement shall automatically terminate
upon the expiry of 12 months following the Effective Date if RheoGenX has not
completed a fully advanced financing or financings of at least $3 million in the
aggregate.

         6.2 Termination for Cause. A 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 thirty (30) days after
notice thereof from the other party.

         6.3 Effect of Expiration and Termination. Expiration or termination of
this Agreement shall not relieve the parties of any obligation accruing prior to
such expiration or termination. The provisions of Articles 4 ("Proprietary
Rights"), 5 ("Confidentiality"), 7 ("Indemnity") and Sections 3.2 ("Third Party
Rights"), 3.3 ("Grant Back"), 3.4 ("No Other Technology Rights"), 8.1 ("Further
Assurances"), and this Section 6.3 ("Effect of Expiration and Termination")
shall survive the expiration or termination of this Agreement.

                                   ARTICLE 7

                                   INDEMNITY

         7.1 Indemnity.

             7.1.1 By RheoGenX. RheoGenX shall indemnify and hold VSC harmless,
and hereby forever releases and discharges VSC, 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 RheoGenX under this Agreement, (b) the gross negligence
or willful misconduct of RheoGenX, its Affiliates or (sub)licensees in the
performance of its obligations, and its permitted activities, under this
Agreement, or (c) anything relating to the exercise by RheoGenX of the rights
and licenses granted to RheoGenX under this Agreement.

             7.1.2 By VSC. VSC shall indemnify and hold RheoGenX harmless, and
hereby forever releases and discharges RheoGenX, 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 the



                                       7
<PAGE>

exercise by VSC of the rights and licenses granted to VSC under Section 3.3
("Grant Back") of this Agreement.

         7.2 Procedure. A party (the "Indemnitee") that intends to claim
indemnification under this Article 7 ("Indemnity") 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 noticed, 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 Article 7 ("Indemnity") 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 Article 7
("Indemnity") 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 Article 7 ("Indemnity"). 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, its
employees and agents, shall reasonably cooperate with the Indemnitor and its
legal representatives in the investigation of any claim, demand, action or other
proceeding covered by this Article 7 ("Indemnity").

                                   ARTICLE 8

                                  MISCELLANEOUS

         8.1 Further Assurances. Each party hereto agrees to cooperate fully
with the other party, to execute such further instruments, documents and
agreements and to do all such acts and things as may be reasonably requested by
the other party in order to effectuate the intents and purposes of this
Agreement.

         8.2 Notices. Any consent, notice or report required or permitted to be
given or made under this Agreement by one of the parties to the other shall be
in writing and addressed to such other party at its address indicated below, or
to such other address as the addressee shall have last furnished in writing to
the addressor, and shall be effective upon receipt by the addressee.


                                       8
<PAGE>


         If to VSC:             Vascular Sciences Corporation
                                5280 Solar Drive, Suite 300
                                Mississauga, Ontario, L4W 5M8
                                Attn: Elias Vamvakas

         If to RheoGenX:        RheoGenX Biosciences Corporation
                                4522 Cheval Blvd.
                                Lutz, FL 33558
                                Attn:  Richard Davis, M.D.
                                Telephone:
                                Telecopy:


         8.3 Assignment. Except as otherwise expressly provided under this
Agreement neither this Agreement nor any right or obligation hereunder may be
assigned or otherwise transferred by either party (whether voluntarily, by
operation of law or otherwise). Any permitted assignee shall assume all
obligations of its assignor under this Agreement. Any purported assignment or
transfer in violation of this Section 8.3 ("Assignment") shall be void.

         8.4 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the
conflicts of law principles thereof.

         8.5 Entire Agreement. This Agreement and the Exhibits hereto contains
the entire understanding of the parties with respect to the subject matter
hereof. All express or implied representations, agreements and understandings,
either oral or written, heretofore made are expressly superseded by this
Agreement. This Agreement may be amended, or any term hereof modified, only by a
written instrument duly executed by both parties.

         8.6 Headings. The captions to the several Articles and Sections hereof
are not a part of this Agreement, but are merely guides or labels to assist in
locating and reading the several Articles and Sections hereof.

         8.7 Independent Contractors. Each party hereby acknowledges that the
parties shall be independent contractors and that the relationship between the
parties shall not constitute a partnership, joint venture or agency. Neither
party shall have the authority to make any statements, representations or
commitments of any kind, or to take any action, which shall be binding on the
other party, without the prior consent of the other party to do so.

         8.8 Waiver. The waiver by a party of any right hereunder, or of any
failure to perform or breach by the other party hereunder, shall not be deemed a
waiver of any other right hereunder or of any other breach or failure by the
other party hereunder whether of a similar nature or otherwise.

         8.9 Force Majeure. A party shall neither be held liable or responsible
to the other party, nor be deemed to have defaulted under or breached this
Agreement, for failure or delay in fulfilling or performing any obligation under
this Agreement (other than an obligation for the payment of money) to the
extent, and for so long as, such failure or delay is caused by or results



                                       9
<PAGE>

from causes beyond the reasonable control of such party including but not
limited to fire, floods, embargoes, war, acts of war (whether war be declared or
not), insurrections, riots, civil commotions, strikes, lockouts or other labor
disturbances, acts of God or acts, omissions or delays in acting by any
governmental authority or the other party.

         8.10 Other Activities. Except as otherwise expressly provided in this
Agreement, nothing in this Agreement shall preclude either party from conducting
other programs (either for its own benefit or with or for the benefit of any
other Person) to conduct research, or to develop or commercialize products or
services, for use in any field.

         8.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         8.12 Severability. In the event that any provision of this Agreement
shall be unenforceable or invalid under any applicable law or be so held by
applicable court decision, such unenforceability or invalidity shall not render
this Agreement unenforceable or invalid as a whole, and, in such event, such
provision shall be changed and interpreted so as to best accomplish the
objectives of such provisions within the limits of applicable law or applicable
court decisions.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.



                                           RHEOGENX BIOSCIENCES CORPORATION


                                           By:    /s/ Richard C. Davis
                                           Name:  Richard C. Davis
                                           Title: Chairman, President and C.E.O.


                                           VASCULAR SCIENCES CORPORATION


                                           By:    /s/ Elias Vamvakas
                                           Name:  Elias Vamvakas
                                           Title: Director





                                       10
<PAGE>



                                    EXHIBIT A

                             PATENTS AND TRADEMARKS

                                   TRADEMARKS


Rheologix
Rheopheresis
Rheofilter
RheoTherapy
OccuLogix
Our Vision is Your Vision




                                     PATENTS

Rheological Treatment Methods and Related Apheresis Systems Patent # 6,551,266
issued April 22, 2003 assigned to Vascular Sciences Corporation.

License to U.S. Patent No. 6,245,038 pursuant to Patent License and Royalty
Agreement between OccuLogix Corporation and Prof. Dr. Richard Brunner, dated May
9, 2002.


                                       11