**EMPLOYMENT
        AGREEMENT**
 
 **THIS
        AGREEMENT** is made
        as of the 4th day of October, 2005 between **OccuLogix,
        Inc.** ,
        a
        corporation incorporated under the laws of the State of Delaware (the
“Corporation”), and Stephen Parks who resides at 160 Gwen Road in the City of
        Senatobia in the State of Mississippi (hereinafter referred as the ”Employee” or
“Executive”).
 
 **WHEREAS,** the
        Corporation and the Employee wish to enter into this Agreement to set forth
        the
        rights and obligations of each of them with respect to the Employee’s employment
        with the Corporation;
  **NOW,
        THEREFORE,** in
        consideration of the mutual covenants and undertakings contained in this
        Agreement and other good and valuable consideration, the receipt and sufficiency
        of which are hereby acknowledged, the Corporation and the Employee agree
        as
        follows:
 
 **1.**  **Definitions**
  1.1.  In
        this
        Agreement,
 1.1.1.  **“Affiliate”** has the
        meaning attributed to such term in Rule 405 of the Securities Act of 1933,
        as
        amended, as such rule exists on the date hereof;
 1.1.2.  “ **Agreement** ”
means
        this agreement and all schedules attached to this agreement, in each case,
        as
        they may be amended or supplemented from time to time, and the expressions
        “hereof,” “herein,” “hereto,” “hereunder,” “hereby” and similar expressions
        refer to this Agreement and unless otherwise indicated, references to sections
        are to sections in this Agreement;
 1.1.3.  **“Basic
        Salary”** has
        the
        meaning attributed to such term in section 5.1;
 1.1.4.  “ **Benefits** ”
has
        the
        meaning attributed to such term in section 5.4;
 
 1.1.5.  **“Business
        Day”** means
        any
        day, other than Saturday, Sunday or any holiday on which the employees of
        the
        Corporation are not required to report for work;
 1.1.6.  **“Change
        of Control”** for
        the
        purposes of this Agreement shall be deemed to have occurred when:
 1.1.6.1.   any
        Person, other than a Person or a combination of Persons presently owning,
        directly or indirectly, more than 20% of existing voting securities of the
        Corporation, acquires or becomes the beneficial owner of, or a combination
        of
        Persons acting jointly and in concert acquires or becomes the beneficial
        owner
        of, directly or indirectly, more than 50% of the voting securities of the
        Corporation, whether through the acquisition of previously issued and
        outstanding voting securities or of voting securities that have not been
        previously issued, or any combination thereof, or any other transaction having
        a
        similar effect;
 1.1.6.2.   the
        Corporation merges with one or more corporations other than a Subsidiary
        or
        OccuLogix, L.P.;
 1.1.6.3.   the
        Corporation sells, leases or otherwise disposes of all or substantially all
        of
        its assets and undertaking, whether pursuant to one or more
        transactions;
 1.1.6.4.   any
        Person not part of existing management of the Corporation or any Person not
        controlled by the Corporation or by any Affiliate of the Corporation enters
        into
        any arrangement to provide management services to the Corporation which results
        in either: (i) the termination by the Corporation of the employment of any
        two
        of the Chairman and Chief Executive Officer, President and Chief Operating
        Officer, Chief Financial Officer and Corporate General Counsel within three
        months of the date such arrangement is entered into for any reason other
        than
        Just Cause; or (ii) the termination by the Corporation for any reason other
        than
        Just Cause of the employment of all such senior executive personnel for any
        reason other than Just Cause within six months of the date that such arrangement
        is entered into; or
 1.1.6.5.   the
        Corporation enters into any transaction or arrangement which would have the
        same
        or similar effect as the transactions referred to in sections 1.1.6.1, 1.1.6.2,
        1.1.6.3 or 1.1.6.4 above.
 
 1.1.7.  **“Confidential
        Information”** means
        all
        confidential or proprietary information, intellectual property (including
        trade
        secrets) and confidential facts relating to the business or affairs of the
        Corporation or any of its Subsidiaries which the Corporation treats as
        confidential or proprietary;
 1.1.8.  **"Disability”** means
        the
        mental or physical state of the Employee such that the Employee has been
        unable,
        as a result of illness, disease, mental or physical disability or similar
        cause,
        to fulfill his obligations under this Agreement either for any consecutive
        six-month period or any six-month period (whether or not consecutive) in
        any
        consecutive 12- month period;
 1.1.9.  **“Employment
        Period”** has
        the
        meaning attributed to such term in section 4;
 1.1.10  **“Good
        Reason”** means:
 1.1.10.1.  without
        the consent of the Employee, any material change or series of material changes
        in the responsibilities or status of the Employee with the Corporation, such
        that, immediately after such change or series of changes, the responsibilities
        and status of the Employee are materially diminished in comparison to his
        responsibilities and status immediately prior to such change or series of
        changes, except in connection with the termination of the Employee’s employment
        by the Corporation for Just Cause or in connection with the Employee's death,
        Disability or Retirement or a voluntary resignation by the Employee other
        than a
        resignation for Good Reason;
 1.1.10.2.  a
        reduction by the Corporation of more than ten percent in the Employee’s Salary
        as in effect on the date hereof or as the same may be increased from time
        to
        time;
 
 1.1.10.3.  the
        taking of any action by the Corporation which would materially adversely
        affect
        the Employee’s participation in the Corporation’s employee benefits plans, or
        otherwise materially reduce the Employee’s Benefits, and other similar plans in
        which the Employee is participating at the date hereof (or such other plans
        as
        may be implemented after the date hereof that provide the Employee with
        substantially similar benefits), or the taking of any action by the Corporation
        which would deprive the Employee of any material fringe benefit enjoyed by
        him
        at the date hereof; or
 1.1.10.4.  any
        reason which would be considered to amount to constructive dismissal by a
        court
        of competent jurisdiction.
 1.1.11.
              **“Just
                  Cause”**means:
 1.1.11.1.  the
        failure of the Employee to properly carry out his duties after notice by
        the
        Corporation of the failure to do so and an opportunity for the Employee to
        correct the same within a reasonable time from the date of receipt of such
        notice; or
 1.1.11.2.  theft,
        fraud, dishonesty or misconduct by the Employee involving the property, business
        or affairs of the Corporation or its Subsidiaries or involving the carrying
        out
        of the Employee’s duties;
 1.1.12.  “ **Person** ”
means
        any individual, partnership, limited partnership, joint venture, syndicate,
        sole ****** proprietorship,
        company or corporation with or without share capital, unincorporated
        association, trust, trustee, executor, administrator or other legal personal
        representative, regulatory body or agency, government or governmental agency,
        authority or entity, however designated or constituted;
 
 1.1.13.  **“Restricted
        Period”** means
        the
        one-year period immediately following the cessation of the Employee’s
        employment;
 1.1.14.  **“Retirement”** means
        retirement in accordance with the Corporation’s retirement policy from time to
        time;
 1.1.15  **“Subsidiary”** has
        the
        meaning attributed to such term in Rule 405 of the Securities Act of 1993,
        as
        amended, as such rule is in effect on the date hereof;
 1.1.16.  **“Year
        of Employment”** means
        any
        12-month period commencing on January 1, provided that for the purposes of
        this
        Agreement, the “First Year of Employment” shall be deemed to commence on October
        13, 2005 and to end on December 31, 2005.
  **2.**  **Employment
        of the Employee**
 
 The
        Corporation shall employ the Employee, and the Employee shall serve the
        Corporation, in the position of Vice-President, Sales on the conditions and
        for
        the remuneration hereinafter set out. In such position, the Employee shall
        perform and fulfill such duties and responsibilities as the Corporation may
        designate from time to time. The Employee shall report to the President and
        Chief Operating Officer of the Corporation.
  **3.**  **Performance
        of
        Duties**
 
 During
        the Employment Period, the Employee shall faithfully, honestly and diligently
        serve the Corporation and its Subsidiaries as contemplated above. The Employee
        shall (except in the case of illness or accident) devote all of his working
        time
        and attention to his employment hereunder, except where expressly agreed
        by the
        President and Chief Operating Officer, and shall use his best efforts to
        promote
        the interests of the Corporation.
 
 **4.**  **Employment
        Period**
 
 The
        Employee’s employment under this Agreement shall, subject to section 8 and
        section 10, be for an indefinite term. Accordingly, the Corporation shall
        employ
        the Employee, and the Employee shall serve the Corporation, as an employee
        in
        accordance with this Agreement for the period beginning October 13, 2005
        and
        ending on the effective date the employment of the Employee under this Agreement
        is terminated in accordance with section 8.2 or section 10 (the “Employment
        Period”).
 
 **5.**  **Remuneration**
 
 5.1.  **Basic
        Remuneration** **.** The
        Corporation shall pay the Employee a gross salary minus applicable deductions
        and withholdings, in respect of each Year of Employment in the Employment
        Period, of $200,000 (the “Basic Salary”), payable in equal installments
        according to the Corporation's regular payroll practices. The Basic Salary
        shall, in the sole and absolute discretion of the board of directors of the
        Corporation, be subject to an increase on the basis of an ****** annual
        review. The Basic Salary shall be prorated in respect of the First Year of
        Employment such that the Employee shall be entitled to, and the Corporation
        shall be required to pay, in respect of the First Year of Employment, only
        that
        proportion of the Basic Salary that the number of days in the First Year
        of
        Employment is to 365.
  5.2  **Bonus** **Remuneration** **.** The
        Executive shall, in respect of each Year of Employment during the Employment
        Period, receive
        bonus remuneration, in accordance with the terms and conditions outlined
        in
        Schedule 5.2.
 
 5.3.  **Stock
        Options** **.** The
        Employee shall during the Employment Period, receive such stock options,
        if any,
        as the board of directors of the Corporation, in its sole and absolute
        discretion may, pursuant to the terms of the Corporation’s stock option plan,
        authorize. The Employee hereby receives, in respect of the First Year of
        Employment, stock options as outlined in Schedule 5.3.
  5.4.  **Benefits** **.** The
        Corporation shall provide to the Employee, in addition to Basic Salary, the
        benefits (the “Benefits”’) described in the Corporation’s employee benefit
        booklet, from time to time, and such Benefits will be provided in accordance
        with, and subject to, the terms and conditions of the applicable plan relating
        thereto in effect from time to time and subject to change at any time in
        the
        sole discretion of the Corporation.
  5.5.  **Pro
        Rata Entitlement in the Event of Termination** **.** If
        the
        Employee’s employment is terminated pursuant to section 8 or section 10 or if
        the Employee dies during the Employment Period, the Employee shall be entitled
        to receive in respect of his entitlement to Basic Salary, and the Corporation
        shall be required to pay in respect thereof, only that portion of the Basic
        Salary, in respect of the Year of Employment in which the effective date
        of the
        termination of employment or the date of death occurs, that (i) the number
        of
        days elapsed from the commencement of such Year of Employment to the effective
        date of termination or the date of death is to (ii) 365.
  **6.**  **Expenses**
 
 Subject
        to the terms of the Corporation’s expense policy, the Corporation shall pay, or
        reimburse the Employee for, all authorized and appropriate travel and
        out-of-pocket expenses reasonably incurred or paid by the Employee in the
        performance of his duties and responsibilities, upon presentation by the
        Employee of expense statements or receipts or such other supporting
        documentation as the Corporation may reasonably require.
 
 **7.**  **Vacation**
 
 The
        Employee shall be entitled, during each full Year of Employment during the
        Employment Period, to vacation with pay of four weeks. Vacation shall be
        taken
        by the Employee at such time as may be acceptable to the Corporation. Except
        with the prior written consent of the President and Chief Operating Officer,
        (i)
        no more than two weeks of vacation shall be taken consecutively and (ii)
        the
        vacation entitlement earned in a Year of Employment is subject to any carryover
        provisions as stated in the Corporation’s vacation policy. Notwithstanding the
        foregoing, in the event that the Employee’s employment is terminated pursuant to
        section 8 or section 10, the Employee shall not be entitled to receive any
        payment in lieu of any vacation to which he was entitled and which had not
        already been taken by him.
  **8.**  **Termination**
 
 8.1.  **Notice** **.**  **** The
        Employee’s employment may, subject to section 10 hereof, be terminated at any
        time:
 8.1.1  by
        the
        Corporation without prior notice and without obligation to the Employee for
        reasons of Just Cause;
 8.1.2.  by
        the
        Corporation for any reason other than Just Cause, including the occurrence
        of
        Disability;
 8.1.3.  or
        by the
        Employee on one month’s prior written notice to the Corporation.
  The
        Employee’s employment shall be automatically terminated, without further
        obligation to the Employee, in the event of his death.
  8.2.  **Effective
        Date** **.** The
        effective date on which the Employee’s employment shall be terminated shall
        be:
 8.2.1.  in
        the
        case of termination under section 8.1.1, the day the Employee is deemed,
        under
        section 17, to have received notice from the Corporation of such
        termination;
 8.2.2.  in
        the
        case of termination under section 8.1.2, on the date of the event giving
        rise to
        the termination;
 
 8.2.3  in
        the
        case of termination under section 8.1.3, on the date one month after notice
        to
        the Corporation; and
 8.2.4.  in
        the
        event of the death of the Employee, on the date of his death.
  **9.**
              **Rights
                  of Employee on Termination and Lump Sum
                  Payment**
 
 Where
        the
        Employee’s employment under this Agreement has been terminated by the
        Corporation under section 8.1.2, the Employee shall be entitled, upon providing
        to the Corporation appropriate releases acceptable by the Corporation, to
        receive from the Corporation, in addition to accrued but unpaid Salary, if
        any,
        a lump sum payment equal to twelve (12) months’ of his Basic Salary and 2.5
        percent of his Basic Salary in respect of his entitlement to Benefits, less
        any
        amounts owing by the Employee to the Corporation for any reason.
 Except
        as
        provided above in this section and subject to section 10, where the Employee’s
        employment has been terminated by the Employee or by the Corporation for
        any
        reason, the Employee shall not be entitled to receive any payment as severance
        pay, in lieu of notice, or as damages. Except as to any entitlement as provided
        above and subject to section 10, the Employee hereby waives any claims that
        the
        Employee may have against the Corporation for or in respect of severance
        pay, or
        in account of loss of office or employment or damages in lieu thereof.
  **10.**
              **Change
                  of Control**
 
 10.1. **Termination
        of Employment by the** ** **Corporation
        for Just Cause** **.** Following
        a Change of Control, the Corporation may terminate the Employee’s employment at
        any time without notice or further obligations to the Employee under this
        Agreement for reasons of Just Cause. Following a Change of Control, the Employee
        shall not be deemed to have been terminated for Just Cause unless and until
        there has been delivered to the Employee a copy of a resolution duly adopted
        by
        the affirmative vote of not less than three-quarters of the entire membership
        of
        the board of directors of the Corporation (excluding the Employee if the
        Employee is, at the relevant time, a director of the Corporation) at a meeting
        of the board called and held for the purpose (after reasonable notice to
        the
        Employee), finding that in the good faith opinion of the Board, the Employee’s
        conduct constituted Just Cause and specifying the particulars thereof. The
        date
        on which the copy of such resolution is given to the Employee shall be the
        effective date of any termination pursuant to this section 10.1.
 
 10.2. **Termination
        of Employment Without Just Cause or for Good Reason** . **** If
        at any
        time within 24 months following a Change of Control, the Employee’s employment
        is terminated (i) by the Corporation other than for Just Cause or (ii) by
        the
        Employee for Good Reason, the following provisions shall apply and the
        provisions of section 8 and section 9 shall not apply:
  10.2.1.  the
        Employee shall be entitled to receive, and the Corporation shall pay to the
        Employee immediately following termination, a lump sum amount equal to twelve
        (12) months of the Employee’s Basic Salary, less applicable deductions and
        withholdings;
 10.2.2.  the
        Employee shall be entitled to receive, and the Corporation shall pay to the
        Employee immediately following termination, a cash amount equal to 2.5 percent
        of his Basic Salary in lieu of continued benefit coverage; and
 10.2.3.  if
        at the
        date of termination of the Employee’s employment, the Employee holds options for
        the purchase of shares under a share option plan or otherwise, all options
        so
        held shall, notwithstanding the terms of the Corporation’s share option plan or
        of the agreement governing the Employee’s options, (i) immediately vest to the
        extent they have not already vested at such date; and (ii) (A) for a period
        of
        two years following the Employee’s date of termination continue to be held on
        the same terms and conditions as if the Employee continued to be employed
        by the
        Corporation or (B) if the Employee so elects in writing within 90 days after
        the
        date of termination, be purchased by the Corporation at a cash purchase price
        equal to the amount by which the aggregate “fair market value” of the shares
        subject to such options exceeds the aggregate option price for such shares,
        provided that for this purpose, “fair market value” means the higher of (i) the
        weighted average of the closing prices for the shares of the same class of
        the
        Corporation on the principal securities exchange (in terms of volume of trading)
        on which such shares are listed at the time of termination for each of the
        last
        ten days prior to such time on which such shares traded on such securities
        exchange and (ii) if the Change of Control involved the purchase and sale
        of
        such shares, the average value of the cash consideration paid to the
        shareholders of the Corporation in connection with the transactions resulting
        in
        the Change of Control.
 
 For
        purposes of this Agreement, the Employee’s employment shall be deemed to have
        been terminated following a Change of Control by the Corporation without
        Just
        Cause or by the Executive with Good Reason, if: (i) the Employee’s employment is
        terminated by the Corporation without Just Cause prior to a Change of Control
        and such termination was at the request or direction of a Person who has
        entered
        into an agreement with the Corporation or any shareholder of the Corporation,
        the consummation of which would constitute a Change of Control; (ii) the
        Employee terminates his employment with Good Reason prior to a Change of
        Control
        and the circumstance or event which constitutes Good Reason occurs at the
        request or direction of a Person who has entered into an agreement with the
        Corporation or any shareholder of the Corporation, the ** consummation
        of which would constitute a ** Change
        of
        Control; or (iii) the Employee’s employment is terminated by the Corporation
        without Just Cause prior to a Change of Control and the Employee reasonably
        demonstrates that such termination is otherwise in connection with, or in
        anticipation of, a Change of Control which actually occurs. For greater
        certainty, this section 10.2 does not apply in the event of the termination
        of
        the employment of the Employee (1) as a result of death, Disability or
        Retirement of the Employee or (2) by the Corporation for Just Cause or (iii)
        by
        the Employee without Good Reason.
  10.3  **Limitation
        on Payments Following a Change in Control**
  Notwithstanding
        any other provision of this Agreement, if any payment to or for the benefit
        of
        the Employee under this Agreement either alone or together with other payments
        to or for the benefit of the Employee would constitute a “parachute payment” (as
        defined in Section 280G of the Internal Revenue Code of 1986, as amended
        (the
“Code”)), the payments under this Agreement shall be reduced to the largest
        amount that will eliminate both the imposition of the excise tax imposed
        by
        Section 4999 of the Code and the disallowance of deductions to the Corporation
        under Section 280G of the Code for any such payments. The amount and method
        of
        any reduction in the payments under this Agreement pursuant to this Section
        10.3
        shall be as reasonably determined by the Compensation Committee of the board
        of
        directors of the Corporation.
 
 
 **11.**  **No
        Obligation to Mitigate**
 
 The
        Employee shall not be
        required to mitigate any damages or losses arising from any termination of
        this
        Agreement by seeking other employment or otherwise, nor (except as specifically
        provided herein) shall the amount of any payment provided for in this Agreement
        be reduced by any compensation earned by the Employee as a result of employment
        by another employer after termination or otherwise.
  **12** .  **Non-Competition**
  The
        Employee shall not,
        either during the Employment Period or the Restricted Period, within the
        United
        States of America or Canada, directly or indirectly, in any manner whatsoever,
        including, without limitation, individually, or in partnership, jointly or
        in
        conjunction with any other Person, or as an employee, principal, agent, director
        or shareholder:
  12.1.  be
        engaged in any
        undertaking;
 12.2.
              have
                  any financial or other interest (including an interest by way of
                  royalty
                  or other compensation arrangements) in, or in respect of, the business
                  of
                  any Person which carries on a business;
                  or
 12.3.
              advise,
                  lend money to or guarantee the debts or obligations of, or permit
                  the use
                  of the Employee’s name or any parts thereof by, any Person which carries
                  on a business;
 which
        is
        the same as, or substantially similar to, or which competes with or would
        compete with, the business carried on during the Employment Period or at
        the end
        thereof, as the case may be, by the Corporation or any of its Subsidiaries.
  Notwithstanding
        the foregoing, nothing herein shall prevent the Employee from owning not
        more
        than 5% of the issued and outstanding shares of a corporation, the shares
        of
        which are listed on a recognized stock exchange or traded in the
        over-the-counter market in Canada or the United States, which carries on
        a
        business which is the same as, or substantially similar to, or which competes
        with or would compete with, the business of the Corporation or any of its
        Subsidiaries.
 
 **13.**  **No
        Solicitation of Customers**
 
 The
        Employee shall not, either
        during the Employment Period or the Restricted Period, directly or indirectly,
        contact or solicit any patients or customers of the Corporation or any of
        its
        Subsidiaries for the purpose of selling to any patients or customers of the
        Corporation any products or services which are the same as or substantially
        similar to, or in any way competitive with, the products or services sold
        by the
        Corporation or any of its Subsidiaries during the Employment Period or at
        the
        end thereof, as the case may be.
 
 **14.**  **No
        Solicitation of Employees**
 
 The
        Employee shall not,
        either during the Employment Period or the Restricted Period, directly or
        indirectly, employ or retain as an independent contractor any employee of
        the
        Corporation or any of its Subsidiaries or induce or solicit, or attempt to
        induce, any such person to leave his/her employment.
  **15.**  **Confidentiality**
 
 The
        Employee shall not,
        either during the Employment Period or at any time thereafter, directly or
        indirectly, use or disclose to any Person any Confidential Information,
        provided, however, that nothing in this section 15 shall preclude the Employee
        from disclosing or using Confidential Information if:
  15.1.  the
        Confidential Information is available to the public or in the public domain
        at
        the time of such disclosure or use, without breach of this Agreement;
        or
 15.2.  disclosure
        of the Confidential Information is required to be made by any law, regulation
        or
        governmental body or authority or by court order.
  The
        Employee acknowledges and agrees that the obligations under this section
        15 are
        to remain in effect in perpetuity and shall exist and continue in full force
        and
        effect, notwithstanding any breach or repudiation, or alleged breach or
        repudiation, by the Corporation of this Agreement.
 
 **16.**  **Remedies**
 
 The
        Employee acknowledges
        that a breach or threatened breach by the Employee of the provisions of any
        of
        sections 12 to 15 inclusive will result in the Corporation and its shareholders
        suffering irreparable harm which is not capable of being calculated and which
        cannot be fully or adequately compensated by the recovery of damages alone.
        Accordingly, the Employee agrees that the Corporation shall be entitled to
        temporary and permanent injunctive relief, specific performance and other
        equitable remedies, in addition to any other relief to which the Corporation
        may
        become entitled.
  **17.**  **Notices**
 
 Any
        notice or other
        communication required or permitted to be given hereunder shall be in writing
        and shall be given by prepaid first-class mail, by facsimile or other means
        of
        electronic communication or by hand delivery as hereinafter provided, except
        that any notice of termination by the Corporation under section 8 or section
        10
        shall be hand delivered or given by registered mail. Any such notice or other
        communication, if mailed by prepaid first-class mail at any time, other than
        during a general discontinuance of postal service due to strike, lockout
        or
        other reasons, shall be deemed to have been received on the fourth Business
        Day
        after the post-marked date thereof or, if mailed by registered mail, shall
        be
        deemed to have been received on the day such mail is delivered by
        the ** post
        office or, if sent by facsimile or other means of electronic communication,
        shall be deemed to have been received on the Business Day following the sending
        or, if delivered by hand, shall be deemed to have been received at the time
        it
        is delivered to the applicable address noted below either to the individual
        designated below or to an individual at such address having apparent authority
        to accept deliveries on behalf of the addressee. Notice of change of address
        shall also be governed by this section 17. Notices and other communications
        shall be addressed as follows:
  a)  if
        to the
        Employee:
 
 Stephen
        Parks
 160
        Gwen
        Road
 Senatobia,
        MS 38668
 U.S.A.
 
 b)  if
        to the
        Corporation:
 
 OccuLogix,
        Inc.
 2600
        Skymark Ave., Bldg. 9, Suite 201
 Mississauga,
        Ontario
 L4W
        5B2
 Canada
 
 Attention:   Chief
        Executive Officer
 Telecopier
        number:  (905)
        602-7623
 
 
 **18.**  **Headings**
  The
        inclusion of headings in this
        Agreement is for convenience of reference only and shall not affect the
        construction or interpretation hereof.
  **19.**  **Invalidity
        of Provisions**
 
 Each
        of the provisions contained
        in this Agreement is distinct and severable, and a declaration of invalidity
        or
        unenforceability of any such provision by a court of competent jurisdiction
        shall not affect the validity or enforceability of any other provision
        hereof.
  **20.**  **Entire
        Agreement**
 
 This
        Agreement constitutes the
        entire agreement between the parties pertaining to the subject matter of
        this
        Agreement. This Agreement supersedes and replaces all prior agreements, if
        any,
        written or oral, with respect to the Employee’s employment by the Corporation
        and any rights which the Employee may have by reason of any such prior agreement
        or by reason of the Employee’s prior employment, if any, by the Corporation.
        There are no warranties, representations or agreements between the parties
        in
        connection with the subject matter of this Agreement except as specifically
        set
        forth or referred to in this Agreement. No reliance is placed on any
        representation, opinion, advice or assertion of fact made by the Corporation
        or
        its directors, officers and agents to the Employee, except to the extent
        that
        the same has been reduced to writing and included as a term of this Agreement.
        Accordingly, there shall be no liability, either in tort or in contract,
        assessed in relation to any such representation, opinion, advice or assertion
        of
        fact, except to the extent aforesaid.
 
 **21.**
              **Waiver,
                  Amendment**
 
 Except
        as
        expressly provided in this Agreement, no amendment or waiver of this Agreement
        shall be binding unless executed in writing by the party to be bound thereby.
        No
        waiver of any provision of this Agreement shall constitute a waiver of any
        other
        provision, nor shall any waiver of any provision of this Agreement constitute
        a
        continuing waiver unless otherwise expressly provided.
  **22.**  **Currency**
 
 Except
        as expressly
        provided in this Agreement, all amounts in this Agreement are stated and
        shall
        be paid in U.S. currency.
  **23.**  **Governing
        Law**
 
 This
        Agreement shall be governed
        by, and construed in accordance with, the laws of the Province of Ontario
        and
        the laws of Canada applicable therein.
  **24.**  **Counterparts**
 
 This
        Agreement may be
        signed in counterparts, and each of such counterparts shall constitute an
        original document, and such counterparts, taken together, shall constitute
        one
        and the same instrument.
 
 **25** .  **Acknowledgment**
  The
        Employee acknowledges that:
  25.1.  the
        Employee has had sufficient time to review and consider this Agreement thoroughly;
 25.2.  the
        Employee has read and understands the terms of this Agreement and the Employee’s
        obligations hereunder;
 25.3.  the
        Employee has been given an opportunity to obtain independent legal advice,
        or
        such other advice as the Employee may desire, concerning the interpretation
        and
        effect of this Agreement; and
 25.4.  this
        Agreement is entered into voluntarily and without any pressure, and the
        Employee’s continued employment, if applicable, has not been made conditional
        upon execution of this Agreement by the Employee.
 
 
 
 IN
        WITNESS WHEREOF the parties have executed this Agreement as of the date first
        written above.
 _______________________________
                WitnessStephen
                  Parks**OCCULOGIX,
                  INC.**By:Elias
                VamvakasChairman
                and
                Chief Executive Officer
 
 
 
 
 
  **SCHEDULE
        5.2**
 
 **Bonus
        Remuneration**
 
 In
        respect **** of
        each
        Year of Employment during the Employment Period, the Employee shall be entitled
        to receive a maximum of 100 percent of his Basic Salary as bonus remuneration
        based upon performance criteria agreed upon by the President and Chief Operating
        Officer and the Chief Executive Officer and approved by the Compensation
        Committee of the board of directors of the Corporation. In respect of the
        First
        Year of Employment, the Employee will be entitled to a bonus payment, if
        any,
        prorated to the proportion that the number of days in the First Year of
        Employment is to 365.
 
 
 **SCHEDULE
        5.3**
 
 **Stock
        Options**
 
 The
        Employee hereby receives 200,000 options entitling him to purchase 200,000
        shares of common stock of the Corporation. Such options have the following
        terms
        and conditions: (1) the exercise price per share shall be equal to the NASDAQ
        closing price of the Corporation’s common stock on the date hereof, being the
        date of grant; (2) such options shall become exercisable at the rate of 33
        1/3
        percent on each anniversary of the date of grant and, subject to (4) below,
        shall expire on the tenth anniversary of the date of grant; (3) such options
        shall be subject to an option agreement, to be entered into forthwith by
        the
        Employee and the Corporation and to be effective as of the date of grant,
        which
        shall contain terms and conditions substantially similar to those of options
        granted to date under the Corporation’s 2002 Stock Option Plan (the “Definitive
        Option Agreement”) (other than, for greater certainty, in those respects that
        are described specifically in this Schedule 5.3); and (4) such options shall
        expire automatically if the Definitive Option Agreement is not executed and
        delivered by the Employee and the Corporation on or before October 31, 2005.
 
 In
        addition to the above, the Employee hereby receives 100,000 options to purchase
        100,000 shares of common stock of the Corporation. Such options have the
        following terms and conditions: (1) the exercise price per share shall be
        equal
        to the NASDAQ closing price of the Corporation’s common stock on the date
        hereof, being the date of grant; (2) such options shall not become exercisable
        unless the Corporation achieves a minimum of $250 million of aggregate net
        sales
        over four consecutive fiscal quarters occurring prior to January 1, 2011,
        net of
        marketing discounts, volume discounts, sales discounts and other like discounts,
        and, provided that such condition is fulfilled, shall become exercisable
        on the
        date that the board of directors of the Corporation approves the unaudited
        or
        audited financial statements of the Corporation covering the last of the
        aforementioned four consecutive fiscal quarters; (3) such options shall be
        subject to the Definitive Option Agreement; (4) subject to (5) below, such
        options shall expire on the earlier of (i) January 1, 2011 and (ii) the tenth
        anniversary of the date of grant; and (5) such options shall expire
        automatically if the Definitive Option Agreement is not executed and delivered
        by the Employee and the Corporation on or before October 31, 2005.