**Ethical
      Conduct Policy**









**OCCULOGIX,
      INC.**




**POLICY
      OF ETHICAL STANDARDS FOR BUSINESS CONDUCT**




**I.**  **Introduction**




It
      is the
      policy of OccuLogix, Inc. hereinafter called the "Company"), to conduct all
      business transactions in accordance with the highest ethical standards. This
      document (the "Policy") sets forth the ethical standards all employees
      (including all officers) and directors of the Company are expected to abide
      by
      when acting on behalf of the Company. Any employee who shall be found to have
      violated this policy shall be subject to disciplinary action, up to and
      including termination. Any claim that a Director has violated this policy will
      be reviewed by the full Board of Directors.




**II.**  **Business
      Ethics and Conduct**




1.  ***Compliance
      with Laws*** **:** All
      individuals shall conduct their business affairs on behalf of the Company in
      accordance with all applicable laws of the United States, Canada and other
      governmental jurisdictions in which the Company does business, and shall observe
      the highest standards of business ethics. Specifically, and without
      limitation:




·
            All
                individuals must observe the antitrust laws, consumer protection
                laws,
                health and safety laws and all other laws governing the marketplaces
                in
                which we operate.


·
            All
                individuals must display the highest standard of legal and ethical
                behavior with respect to the intellectual property rights of third
                parties.


·
            All
                individuals involved in the preparation, review and filing of financial
                reports and other information for public disclosure regarding the
                Company
                must comply with the laws and regulations regarding such activities.
                All
                employees who provide information as a part of this process must
                comply
                with the Company's disclosure controls and
                procedures.




In
      addition, the use of the Company's funds, services or assets for any personal,
      unlawful or improper purposes is strictly prohibited. No individual shall engage
      in the practice of purchasing privileges or special benefits on behalf of the
      Company through the payment of bribes, gratuities or other forms of payoffs.
      No
      individual shall accept payment from domestic or foreign companies in violation
      of any law.




2.  ***Political
      Contributions*** **:** Political
      contributions are highly regulated on the federal, state, provincial and local
      governmental levels. No contributions may be made with Company funds or in
      the
      name of/on behalf of the Company without authorization from the Board of
      Directors.




3.  ***Payment
      to Government Personnel*** **:** No
      payment shall be made directly or indirectly to obtain favorable action by
      any
      public official or government agency. Gifts or services to, or lavish
      entertainment of, government personnel are strictly prohibited since they may
      be
      construed as attempts to influence government decisions in matters affecting
      the
      Company.




4.  ***Commercial*** ***Bribery*** **:** ** No
      individual shall engage, or authorize an agent of the Company to engage, in
      the
      soliciting, receiving or accepting, either directly or indirectly, of any bribe,
      kickback or other improper payment from any associate or agent of any supplier,
      landlord, lessee, competitor or other entity dealing with the
      Company.







**III.**  **Conflicts
      of Interest**




1.  ***Acceptance
      of Gifts*** **:** Company
      policy generally prohibits the acceptance of gifts or gratuities from any of
      the
      Company's current or potential business partners (whether they be vendors,
      landlords, competitors, outside consultants or others), whether in the form
      of
      money, merchandise, services or any other form (other than non-cash promotional
      gifts of nominal value $100 or less generally used for promotional purposes
      by
      such business partners). If any such gift is offered to an individual by such
      a
      business partner, and if such individual's best judgment is that acceptance
      of
      such gift (i) is in the best interest of the Company, and (ii) would not
      interfere with their ability to exercise independent judgment on behalf of
      the
      Company regarding future transactions with such business partner, then it is
      the
      individual's obligation and responsibility, prior to accepting the gift, to
      inform a Company Vice President (or, in the case of an Executive Officer, the
      President), who shall make the determination as to whether and under what
      limited circumstances the gift may be accepted. In situations where the gift
      (other than a promotional gift) has already been received, it is the employee's
      obligation and responsibility to inform a Company Vice President (or, in the
      case of an Executive Officer, the President), who shall determine the proper
      disposition of such gift. In most cases the proper disposition will be the
      equitable distribution of such gifts among other employees of the Company.
      Gifts
      from current or potential business partners given or offered to any Director
      should be reported to the Lead Director, who will make a determination in
      accordance with the above standards.





2.  ***Entertainment
      and Business Meals*** **:** Company
      policy generally prohibits the acceptance of offers of entertainment from any
      of
      the Company's current or potential business partners (whether they be vendors,
      landlords, competitors, outside consultants or others), such as tickets to
      shows
      or sporting events, non-business travel, vacation arrangements, etc. If any
      such
      offer is made to an individual by such a business partner, and if such
      individual's best judgment is that acceptance of such offer (i) is in the best
      interest of the Company, and (ii) would not interfere with their ability to
      exercise independent judgment on behalf of the Company regarding future
      transactions with such business partner, then it is the individual's obligation
      and responsibility, prior to accepting such offer, to inform a Company Vice
      President (or, in the case of an Executive Officer, the President), who shall
      make the determination as to whether and under what limited circumstances the
      offer may be accepted. Acceptance of invitations to occasional business meals
      from such current or potential business partners involves an acceptable and
      normal business practice if kept within reasonable limits; however, the
      frequency, cost and other circumstances surrounding such business meals should
      not be such that the individual's ability to exercise independent judgment
      on
      behalf of the Company is or may appear to be compromised. In all cases,
      employees must inform a Company Vice President (or, in the case of an Executive
      Officer, the President) prior to the occurrence of such business
      meals.




3.  ***Investing
      in Suppliers or Competitors*** **:** Individuals
      must avoid investments in any company if that investment interferes or might
      appear to interfere with their independent business judgment. The determination
      of whether any such investment is improper depends on the facts and
      circumstances of each case. An investment would likely be viewed as
      inappropriate if the Company and the other company have a business relationship
      or are competitors and the individual's financial interest is of such a size
      that his or her decision making process could or might appear to be influenced.
      Similarly, an investment of any size would likely be viewed as inappropriate
      if
      made while the individual was in active negotiations with the other company.
      However, as a general rule, to the extent the individual neither has nor is
      likely to have any direct business dealings with the other company, an
      investment would not be deemed improper if it (i) is in a company whose shares
      are registered on a national securities exchange; (ii) represents less that
      one
      tenth of 1 % of the shares outstanding of the company in question; and (iii)
      is
      made without the use of material non-public information gained during the course
      of employment with the Company. Investments that do not meet this criteria
      must
      be disclosed to, and approved by, the Board of Directors. For purposes of this
      Policy, investment means stocks, bonds, notes, debentures, options, etc.
      Ownership of broad based mutual funds that may hold investments prohibited
      by
      this Policy is not deemed to be a violation.




4.  ***Outside
      Employment*** **:** Subject
      to the following conditions, employees may hold jobs outside the Company. All
      employees must meet the performance standards of their job with the Company.
      All
      employees will be judged by the same performance standards and will be subject
      to the Company's scheduling demands, regardless of any outside work
      requirements. If the Company determines that an employees' outside work
      interferes with performance or the ability to meet the requirements of the
      Company as they are modified from time to time, the employee may be asked to
      terminate the outside employment if he or she wishes to remain with the Company.
      Outside employment that, in the sole discretion of the Company, constitutes
      a
      conflict of interest, that may result in the disclosure of the Company's
      confidential information, that has the appearance of impropriety, or that may
      otherwise damage the reputation of the Company (i.e. employment with a direct
      competitor, major vendor or supplier) is not permitted and the Company may
      require an employee to terminate such employment in order to remain with the
      Company.




5.  ***Indirect
      Violations*** **:** An
      individual should not be indirectly involved (i.e. through a spouse, family
      member or friend) in any activity which would violate this Policy if he/she
      engaged in the conduct themselves. For example, if an investment by an employee
      in a company would be inappropriate under section III(3) of this Policy, it
      would also be inappropriate for the employee to make such an investment through
      a spouse, family member or personal friend.









**IV.**  **Employee
      Honesty**




As
      each
      of us experiences more personal accountability, we must ensure that we maintain
      the highest level of intellectual honesty in our daily responsibilities.
      Examples of conduct that are considered to violate this standard include but
      are
      not necessarily limited to:




·
            Knowingly
                failing to bring to senior management's attention violations of any
                provisions of this Policy of which you become
                aware.




·
            Misstating
                of inventory by non-compliance with Company policies or procedures
                through
                deliberate action.




·
            Deliberate
                disregard for policies or procedures in order to manipulate a result
                regardless of whether or not the effect is positive or negative upon
                the
                Company.




·
            Purchasing
                merchandise with an employee discount for the purpose of re-selling
                such
                merchandise for personal gain.




Obviously,
      all situations cannot be covered by a policy statement. Good judgment coupled
      with a high sense of personal integrity is the best policy.




**V.**  **Authorized
      Use of Company Property/No Expectation of Privacy**




As
      with
      all Company assets, the Company's telephones, computers, telecopiers, office
      supplies and electronic mail are intended for authorized business use only.




Authorized
      Company personnel must have access to information stored on our computers
      including our electronic mail system. This may include, but not be limited
      to,
      receiving business information, trouble shooting, preventing system misuse,
      assuring compliance with policies, etc. Given these business requirements,
      individuals should not have any expectation of privacy with regard to Company
      files, disks, storage areas, computer systems or electronic mail, including
      messages sent or received using Company systems.




**VI.**  **Confidential
      Information**




Individuals
      may not disclose any Confidential Information to any person outside of the
      Company. Individuals may not disclose Confidential Information to anyone within
      the Company other than when necessary in the course of and relating to his
      or
      her legitimate activities on behalf of the Company. Individuals should also
      avoid any casual conversation concerning any Confidential Information in public
      areas, where Confidential Information may be overheard by persons outside the
      Company and/or persons within the Company who do not have any business need
      to
      know such information. Employees' and Directors' obligation not to disclose
      Confidential Information shall continue after cessation of employment or
      directorship, respectively, unless and until the information becomes generally
      known to the public by reasons other than improper disclosure. A more complete
      discussion of the Company's policy on Confidential Information is contained
      in
      the Employee Handbook.