**TERMINATION
      AGREEMENT**




**THIS
      AGREEMENT** is made
      effective the 13 th day of
      April, 2006




**A
      M O N G:**




**OCCULOGIX,
      INC.,** a
      corporation incorporated under the laws of the State of Delaware





(hereinafter
      referred to as **“OccuLogix”** )








-
      and
      -








**AMD
      MEDICAL SERVICES INC.,** a
      corporation incorporated under the laws of the Province of Ontario




(hereinafter
      referred to as **“AMD”** )








-
      and
      -








**DR.
      IRVING J. SIEGEL, M.D.** of
      the
      Town of Richmond Hill in the Province of Ontario





(hereinafter
      referred to as **“Siegel”** )








-
      and
      -








**OCCULOGIX
      CANADA CORP.,** an
      unlimited liability company incorporated under the laws of the Province of
      Nova
      Scotia




(hereinafter
      referred to as **“OCC”** )








-
      and
      -








3


**RHEO
      CLINIC INC.,** a
      corporation incorporated under the laws of Canada




(hereinafter
      referred to as **“RHEO
      CLINIC”** )








-
      and
      -








**TLC
      VISION CORPORATION,** a
      corporation incorporated under the laws of the Province of New
      Brunswick




(hereinafter
      referred to as **“TLCV”** )








**WHEREAS** the
      appointment of Siegel as the Vice President, Clinical Affairs of OccuLogix
      is
      terminated at the close of business on the date hereof;




**AND
      WHEREAS** the
      employment agreement ( **“Siegel’s
      Employment Agreement”** ),
      dated
      as of August 1, 2003, between Siegel and Vascular Sciences Corporation (now
      OccuLogix), as amended by an amending agreement dated as of September 1, 2005,
      between Siegel and OccuLogix, is terminated at the close of business on the
      date
      hereof;




**AND
      WHEREAS** Siegel
      is a beneficial owner, director and officer of AMD;




**AND
      WHEREAS** Quest
      Clinical Trials Inc. (now AMD), Rheo Clinic, Siegel and OccuLogix, L.P., entered
      into an amended and restated consulting agreement, dated as of August 1, 2003,
      pursuant to which, among other things, Quest Clinical Trials Inc. (now AMD)
      provided medical and other services to Rheo Clinic in connection with the
      operation of its RheopheresisTM clinic located in the City of Mississauga (the **“Original
      Consulting Agreement”** );




**AND
      WHEREAS** the
      Original Consulting Agreement amended and restated the consulting agreement,
      dated January 8, 2003, among Quest Clinical Trials Inc. (now AMD), Rheo Clinic
      and Siegel;




**AND
      WHEREAS** ,
      in
      connection with the Original Consulting Agreement, TLCV, Rheo Clinic and Quest
      Clinical Trials Inc. (now AMD) entered into an indemnity agreement, dated as
      of
      August 1, 2003, pursuant to which Rheo Clinic agreed to indemnify and hold
      harmless Quest Clinical Trials Inc. (now AMD) and its doctors and personnel
      from
      and against liability, losses, damages and expenses suffered under the
      circumstances provided for therein and pursuant to which TLCV guaranteed the
      performance by Rheo Clinic of its obligations thereunder (the **“Indemnity
      Agreement”** );




**AND
      WHEREAS** as of
      December 31, 2005, OccuLogix, L.P. assigned all of its assets and liabilities
      to
      OCC, including, without limitation, its rights and obligations under the
      Original Consulting Agreement;




**AND
      WHEREAS** the
      Original Consulting Agreement had been replaced by the consulting agreement,
      dated September 1, 2005, among OccuLogix, AMD and Siegel (the **“Current
      Consulting Agreement”** );




**AND
      WHEREAS** the
      services provided under the Current Consulting Agreement are no longer required;




**NOW,
      THEREFORE,** in
      consideration of the promises and mutual covenants set out in this Agreement
      (the receipt and sufficiency of which are hereby acknowledged by the parties),
      the parties hereto agree as follows:




**1.**
            **TERMINATION
                OF AGREEMENTS**




1.1  AMD,
      Rheo
      Clinic, Siegel and OCC hereby acknowledge and agree that, effective as of the
      date hereof, pursuant to Section 5.2 of the Original Consulting Agreement,
      the
      Original Consulting Agreement is automatically terminated, and rendered null
      and
      void, by reason of the termination of Siegel’s Employment
      Agreement.




1.2  TLCV,
      Rheo Clinic and AMD hereby agree that, effective as of the date hereof, the
      Indemnity Agreement is terminated and rendered null and void, save and except
      for those provisions thereof that are expressly stated to survive its
      termination.




1.3  OccuLogix,
      AMD and Siegel hereby acknowledge and agree that, effective as of the date
      hereof, the Current Consulting Agreement is terminated and rendered null and
      void, save and except for those provisions thereof that are expressly stated
      to
      survive its termination.




**2.**
            **WAIVER
                OF NOTICE**




2.1  Each
      of
      OccuLogix, AMD and Siegel hereby waives the requirement, contained in Section
      4.1 of the Current Consulting Agreement, to provide 30 days’ written notice of
      an intention to terminate the Current Consulting Agreement.




**3.**
            **REPRESENTATIONS
                AND WARRANTIES**




3.1  Each
      of
      the parties hereto, other than Siegel, hereby represents and warrants to the
      other parties that:




(a)
            it
                has the corporate power and capacity to enter into, and perform its
                obligations under, this Agreement;
                and




(b)
            it
                has taken all necessary action on its part to authorize the execution
                and
                delivery by it of this Agreement and the performance of its obligations
                hereunder.




3.2  Siegel
      hereby represents and warrants to the other parties that:




(a)
            he
                has had sufficient time to review and consider this Agreement
                thoroughly;




(b)
            he
                has read and understands the terms of this Agreement and his obligations
                hereunder; and




(c)
            he
                has been given an opportunity to obtain independent legal advice,
                or such
                other advice as he may desire, concerning the interpretation and
                effect of
                this Agreement.




**4.**
            **FURTHER
                ASSURANCES**




4.1  Each
      of
      the parties hereto hereby agrees to do, execute, acknowledge and deliver, or
      to
      cause to be done, executed, acknowledged and delivered, such further acts,
      documents and instruments as may be reasonably necessary to accomplish the
      intent of this Agreement.




**5.**
            **GOVERNING
                LAW**




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




**6.**
            **SIGNATURE**




6.1  This
      Agreement may be signed by facsimile and in counterpart, and each such
      counterpart will constitute an original document, and such counterparts, taken
      together, will constitute one and the same document.




**7.**
            **TIME
                OF ESSENCE**




Time
      is
      of the essence in this Agreement.







**IN
      WITNESS WHEREOF** the
      parties hereto have executed this Agreement.




**OCCULOGIX,
                INC.**By:
            /s/
                Thomas P. ReevesThomas
                P. ReevesPresident
                and Chief Operating Officer**AMD
                MEDICAL SERVICES INC.**By:
            /s/
                Irving J. SiegelIrving
                J. SiegelPresident












/s/
                Irving J. SiegelSignature
                of Witness
            
            Irving
                J. SiegelName
                of Witness (*please
                print*)








**OCCULOGIX
                CANADA CORP.**By:
            /s/
                Elias VamvakasElias
                VamvakasPresident
                and Secretary**RHEO
                CLINIC INC.**By:
            /s/
                Brian AndrewBrian
                AndrewSecretary**TLC
                VISION CORPORATION**By:
            /s/
                Brian AndrewBrian
                AndrewSecretary