Exhibit
10.2




Execution
Copy







AMENDING
AGREEMENT




THIS AMENDING AGREEMENT (this
“Amending Agreement”) is
made as of the 6th day of
October , 2008 between OCCULOGIX, INC.(the “Corporation”), a corporation
incorporated under the laws of the State of Delaware, and William G. Dumencu
(the “Employee”), who
resides in the Town of Milton in the Province of Ontario.




WHEREAS, the Employee is the
Chief Financial Officer and Treasurer of the Corporation and has been serving in
that capacity pursuant to the Employment Agreement, dated as of February 25,
2008, between the Corporation and the Employee (the “Employment
Agreement”);




AND WHEREAS,notwithstanding
the Employee’s continuing employment with the Corporation, the Corporation has
agreed to pay to the Employee, upon the terms and conditions set forth herein,
the amount that would be owing to him pursuant to Section 9 of the Employment
Agreement if his employment were terminated by the Corporation under Section
8.1.2 of the Employment Agreement (the “Severance
Amount”);




AND WHEREAS,the Corporation
owes severance pay to each of the former and soon-to-be former members of the
senior management team of the Corporation, being Nozait Chaudry-Rao, John
Cornish, David C. Eldridge, Julie A. Fotheringham, Stephen J. Kilmer, Suh Kim,
Stephen B. Parks, Thomas P. Reeves, Elias Vamvakas and Stephen H. Westing
(collectively, the “Affected
Individuals”), and intends to discharge the severance obligations owing
to the Affected Individuals in accordance with the respective agreements
relating thereto between the Corporation and each of the Affected
Individuals;




AND WHEREAS,the Employee has
agreed that the Severance Amount may be paid to him (i) as to 50%, in cash, and
(ii) as to 50%, by the grant of stock options under the Corporation’s 2002 Stock
Option Plan, as amended (the “Stock Option Plan”), in a
number to be calculated in accordance with the methodology therefor described in
the Proxy Statement for the Corporation’s Annual and Special Meeting of
Stockholders held on September 30, 2008 (the “Proxy
Statement”);










AND WHEREAS,the Corporation
will effect a recapitalization in which the issued and outstanding shares of its
common stock will be reverse split in a ratio of 1:25 (the “Reverse Stock
Split”);




AND WHEREAS,in consideration
of the payment to him of the Severance Amount, the Employee has agreed to a
reduced severance entitlement in the event of any future without-cause
termination of his employment with the Corporation, upon the terms and
conditions set forth herein;




NOW, THEREFORE,in
consideration of the mutual covenants and undertakings contained in the
Employment Agreement, as amended by this Amending Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Corporation and the Employee hereby agree as
follows:




1.
            Concurrently
      with the discharge by the Corporation of the severance obligations owing
      to the Affected Individuals, the Corporation shall pay the Severance
      Amount to the Employee (i) as to 50%, in cash, and (ii) as to 50%, by the
      grant of stock options under the Stock Option Plan, in a number calculated
      in accordance with the methodology therefor described in the Proxy
      Statement (the “Severance
      Stock Options”), provided that the Severance Stock Options shall be
      exercisable immediately upon grant, have a term expiring on the tenth
      anniversary of the date of grant and have an exercise price determined and
      set in accordance with the policy of the Corporation’s board of directors
      with respect to the granting of stock options and provided, further, that
      the number of the Severance Stock Options and the exercise price thereof
      shall be adjusted appropriately following the Reverse Stock Split, in
      accordance with the provisions of the Stock Option Plan.  The
      cash component of the Severance Amount shall be paid, net of all
      applicable deductions and
withholdings.




2.
            Upon
      the payment by the Corporation, to the Employee, of the Severance Amount
      in accordance with Section 1 of this Amending
  Agreement:




(a)           Section
8.1.2 of the Employment Agreement shall be deleted, in its entirety, and
replaced with the following section 8.1.2:





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“8.1.2.
by the Corporation for any reason other than Just Cause, on three months’ prior
written notice to the Employee, provided that if the Employee is entitled under
the ESA to a longer period of notice than that prescribed above, the notice to
be given by the Corporation under his section 8.1.2 shall be that minimum period
of notice that is required under the ESA and no more; or”




(b)           The
last sentence of Section 8.2 of the Employment Agreement shall be deleted, in
its entirety, and replaced with the following sentence:




“For the
purpose of the Employee’s entitlement to Benefits, the Employee shall receive an
amount equal to 2.5% of three months of his Basic Salary for the purpose of
obtaining equivalent coverage during the notice period.”




(c)           The
first paragraph of Section 9 of the Employment Agreement shall be deleted, in
its entirety, and replaced with the following sentence:




“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, resignations and other similar
documentation, to receive from the Corporation, in addition to accrued but
unpaid Basic Salary, if any, and any entitlement in respect of vacation as
contemplated by section 7, a lump sum payment equal to three months of his Basic
Salary and 2.5% of three months of his Basic Salary in respect of his
entitlement to Benefits, less any amounts payable to the Employee in lieu of
notice where a Stop Work Notice has been given pursuant to section 8 and less
any amounts owing by the Employee to the Corporation for any
reason.”




(d)           Section
10.2.1 of the Employment Agreement shall be deleted, in its entirety, and
replaced with the following section 10.2.1:




“10.2.1.the
Employee shall be entitled to receive, and the Corporation shall pay to the
Employee immediately following termination, a cash amount equal to three months
of his Basic Salary, less any required statutory deductions and
withholdings;”





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(e)           Section
10.2.2 of the Employment Agreement shall be deleted, in its entirety, and
replaced with the following section 10.2.2:




“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% of three months
of his Basic Salary in lieu of continued benefit coverage; and”




3.
            The
      Employment Agreement remains in full force and effect, unamended, other
      than as amended by this Amending
Agreement.




4.
            This
      Agreement may be executed in one or more counterparts (including by
      facsimile or e-mail transmission), all of which shall be considered one
      and the same agreement and shall become effective when one or more
      counterparts have been signed by each of the parties hereto and delivered
      to the other parties hereto, it being understood that all parties need not
      sign the same counterpart.




5.
            This
      Amending Agreement shall be governed by, and construed in accordance with,
      the laws of the Province of Ontario and the laws of Canada applicable
      therein.




6.
            The
      Employee acknowledges:




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




(b)
            that
      he has read and understands the terms of this Amending Agreement and his
      obligations under the Employment Agreement, as amended by this Amending
      Agreement;




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




(d)
            the
      sufficiency of the Severance Amount as consideration for his entering into
      this Amending Agreement; and




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(e)
            that
      this Amending Agreement is entered into voluntarily and without any
      pressure and that his continued employment with the Corporation has not
      been made conditional on execution and delivery by him of this Amending
      Agreement.









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REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





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IN WITNESS WHEREOF the parties
hereto have executed this Amending Agreement as of the date first written
above.









/s/
      William G. DumencuSignature
      of Witness
                    
                    
                    William
      G. DumencuName
      of Witness (please
      print)OCCULOGIX,
      INC.By:
                    /s/
      Suh KimSuh
      KimGeneral
      Counsel






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