**CONSULTING
        AGREEMENT**
  
 **THIS
        AGREEMENT** is made
        effective the 1 st day of
        September, 2005
 
 **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”** )
 
 
 **WHEREAS** Siegel
        is the Vice President, Clinical Affairs of OccuLogix and a beneficial owner,
        director and officer of AMD;
 
 **AND
        WHEREAS** Quest
        Clinical Trials Inc. (now AMD), Rheo Clinic Inc. and OccuLogix, L.P., both
        of
        which are affiliates of OccuLogix, and Siegel entered into an amended and
        restated consulting agreement (the **“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
        Inc. in
        connection with the operation of its RheopheresisTM clinic located in the City of
        Mississauga (the **“Rheo
        Clinic”** );
 
 **AND
        WHEREAS** now
        OccuLogix effectively operates the Rheo Clinic, and the nature of its practice
        has changed in such a manner so as to make it appropriate to adjust the scope
        and nature of the services that were being provided by AMD pursuant to the
        Consulting Agreement;
 
 
 **AND
        WHEREAS** the
        main
        focus of the services provided by AMD **** under
        the
        Consulting Agreement was the operation of the Rheo Clinic, and the main focus
        of
        the Medical Services (defined below), to be provided by AMD hereunder, will
        be
        the general support and furtherance of the clinical trial activities of
        OccuLogix, some or all of which will or may take place at the Rheo Clinic;
 
 **AND
        WHEREAS** it
        is the
        intention of the parties hereto that this Agreement replace the Consulting
        Agreement;
 
 **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.** **CONSULTING
          AGREEMENT**
 1.1 OccuLogix
        hereby retains AMD, and AMD hereby agrees to serve OccuLogix, as a consultant
        on
        the terms and conditions hereinafter set forth. The parties hereto hereby
        acknowledge and agree that AMD shall act hereunder as an independent contractor
        and that this Agreement is not intended to, and shall not operate to, create
        an
        employment, partnership, joint venture or agency relationship either (i)
        between
        OccuLogix and AMD or (ii) between OccuLogix and any of AMD’s employees,
        directors, officers or agents.
 
 **2.** **PERFORMANCE
          OF DUTIES**
 2.1 AMD
        shall
        provide to OccuLogix the services of Siegel, in his capacity as a qualified
        and
        licensed medical practitioner, to support and advance the clinical trial
        activities of OccuLogix. Siegel shall devote one and a quarter days per week
        to
        providing such services and, from time to time, also shall make himself
        available to OccuLogix for additional consultation on a mutually agreed
        schedule.
  2.2 AMD
        shall
        establish a roster of qualified and appropriately licensed physicians,
        acceptable to OccuLogix acting reasonably, who, upon the request of OccuLogix,
        shall provide medical supervisory and other medical services to OccuLogix
        for
        its clinical trial activities (together with the services to be provided
        by
        Siegel pursuant to Section 2.1, the **“Medical
        Services”** ).
  2.3 AMD
        and
        Siegel shall ensure that all of the physicians providing the Medical Services
        possess the skills and clinical judgment necessary to handle appropriately
        each
        situation in which the Medical Services are being provided, including, without
        limitation, the ability to administer basic CPR. AMD shall be solely responsible
        for supervising and evaluating and, if necessary, disciplining physicians
        providing the Medical Services. AMD also shall ensure that each such physician
        carries, at all times, adequate and up-to-date malpractice insurance and
        shall
        arrange for delivery of proof of same upon the request of OccuLogix.
  2.4 AMD
        and
        Siegel shall cause all of the physicians providing the Medical Services
        (including, for greater certainty, Siegel) to abide by, and implement, the
        principles of Good Clinical Practice, as established from time to time, at
        all
        times in connection with the provision of the Medical Services
        hereunder.
 
  2.5 AMD,
        on a
        timely basis, shall prepare and submit to OccuLogix such written reports,
        relating to the provision of the Medical Services hereunder, as OccuLogix
        may
        request from time to time.
  **3.** **APPLICABLE
        CHARGES**
  3.1 In
        consideration of the Medical Services provided hereunder, OccuLogix shall
        pay to
        AMD (i) a monthly fee of Cdn$6,250 and (ii) an additional daily fee of Cdn$1,000
        for each physician who provides the Medical Services, except Siegel, for
        each
        day on which such physician provides the Medical Services.
  3.2 AMD
        will
        submit a written invoice to OccuLogix on a monthly basis. All invoices shall
        be
        due and payable upon receipt, subject only to verification by OccuLogix of
        the
        validity of the amounts invoiced.
  3.3 OccuLogix
        shall reimburse AMD for all reasonable incidental expenses incurred by AMD,
        or
        the physicians providing the Medical Services, in connection with the provision
        of the Medical Services.
  3.4 OccuLogix
        shall have no liability or responsibility whatsoever for, or in respect of,
        the
        withholding, collection or payment of income taxes, employment insurance,
        statutory pension plan remittances, vacation pay, statutory holiday pay,
        workers’ compensation premiums or other taxes, levies or statutory charges or
        surcharges of any nature whatsoever relating to, or for the benefit of, any
        person employed by AMD. AMD hereby agrees to indemnify OccuLogix for, and
        to
        hold it harmless from, any order, penalty, interest, tax or other liability
        of
        any kind that may be assessed or levied against, or incurred by, OccuLogix
        in
        connection with any of the foregoing matters.
 
 **4. TERMINATION**
  4.1 This
        Agreement may be terminated by any party hereto upon 30 days’ written notice to
        the other parties hereto.
 
 **5.** **CONFIDENTIAL
          INFORMATION**
  5.1 AMD
        and
        Siegel hereby agree to keep in strictest confidence all information relating
        to
        the business and activities of OccuLogix (the **“Confidential
        Information”** )
        which
        they have acquired in connection with the performance of their obligations
        under
        the Consulting Agreement or will acquire in connection with the performance
        of
        their obligations hereunder. Without limiting the generality of the foregoing,
        each of AMD and Siegel further agrees that neither it nor he will publish
        or
        communicate, or otherwise disclose to any unauthorized third party, any
        Confidential Information without the prior written consent of OccuLogix,
        which
        consent may be withheld unreasonably. This confidentiality obligation shall
        survive the termination of this Agreement.
 
  5.2 Confidential
        Information includes, but is not limited to, the following:
  (a)
              such
                  information as any director, officer or senior employee of OccuLogix
                  indicates to AMD or Siegel, from time to time, as being “confidential
                  information”;
  (b)
              any
                  secret, trade secret or know-how of OccuLogix and any information
                  relating
                  to the business and activities of OccuLogix or the business or
                  activities
                  of any third party with whom OccuLogix is engaged in a business
                  relationship of any kind (including, without limitation, the identity
                  of
                  OccuLogix’s customers), provided that such information is not generally
                  known to the public; and
  (c)
              without
                  limiting the generality of Section 5.2(b), (i) information relating
                  to
                  inventions, discoveries, improvements, products, product specifications,
                  processes, procedures, machines, apparatus and technical data,
                  regardless
                  of whether any of the foregoing is conceived or developed by AMD,
                  (ii)
                  information relating to present or future plans and projects of
                  OccuLogix
                  and (iii) customer lists, contracts, pricing policies, marketing
                  strategies and other similar
                  information.
  5.3 AMD
        and
        Siegel hereby agree that they shall not use any Confidential Information,
        directly or indirectly, except in the performance of their obligations
        hereunder.
  5.4 Upon
        the
        termination of this Agreement, AMD shall deliver to OccuLogix all documents
        and
        other records, within AMD’s possession and the possession of all physicians who
        ever provided the Medical Services, that contain or refer to Confidential
        Information, including, without limitation, paper documents, computer files
        and
        software programs (whether complete or in the process of being
        developed).
 
 **6.** **INDEMNIFICATION
          AND INSURANCE**
  6.1 OccuLogix
        shall indemnify, defend and hold harmless each of AMD, Siegel and the physicians
        providing the Medical Services (individually, an **“Indemnitee”** )
        from
        and against any and all actions, suits, proceedings, liabilities and damages
        (individually, a **“Claim”** )
        arising
        from the provision of the Medical Services or from the negligent acts or
        omissions of OccuLogix or any of its directors, officers, agents or employees
        (other than, for greater certainty, Siegel) in connection with this Agreement.
        AMD and Siegel shall give OccuLogix prompt notice of any claim or suit
        instituted, of which it or he has knowledge, that, in any way, directly or
        indirectly, affects or might affect OccuLogix, and OccuLogix shall have the
        right to participate, at its expense, in the defence of the same; provided,
        however, that OccuLogix shall not be obligated to indemnify any Indemnitee
        to
        the extent that a Claim is judicially determined to be attributable to the
        gross
        negligence or wilful malfeasance of an Indemnitee, including, without
        limitation, such Indemnitee’s failure to comply with any applicable governmental
        requirements or its or his failure to adhere to the terms of an applicable
        clinical trial protocol or to carry out OccuLogix’s instructions. Such exception
        to OccuLogix’s obligation of indemnification shall not apply if said judicial
        determination provides that such gross negligence occurred as a result of
        such
        Indemnitee’s compliance with an applicable clinical trial protocol or
        OccuLogix’s instructions.
 
  6.2 OccuLogix
        shall maintain, during the term of this Agreement, general liability insurance
        or commercial liability insurance (including products liability, contractual
        liability and clinical testing liability) with reputable and financially
        secure
        insurance carriers to cover its clinical trial activities, with minimum limits
        of U.S.$2,000,000 per occurrence. Such insurance shall name AMD, Siegel and
        the
        physicians providing the Medical Services as additional insureds. Such insurance
        shall be primary coverage and shall be written to cover claims incurred,
        discovered, manifested or made during and after the expiration of this
        Agreement.
  **7.** **ASSIGNMENT**
  This
        Agreement, and the rights and obligations hereunder, may not be assigned
        by any
        of the parties hereto without the prior written consent of the other parties
        hereto.
 
 **8. NOTICES**
  8.1 Any
        notice to be given by any party hereto to another party hereto under, or
        in
        connection with, this Agreement shall be in writing and signed by or on behalf
        of the party giving it. Notice shall be served by sending it by fax to the
        number set out in Section 8.2, or delivering it by hand, or sending it by
        pre-paid recorded delivery, special delivery or registered post, to the address
        set out in Section 8.2 and, in each case, marked for the attention of the
        relevant party (or as otherwise notified from time to time in accordance
        with
        the provisions of this Section 8). Any notice so served by hand, fax or
        post shall be deemed to have been duly given:
  (a)
              in
                  the case of delivery by hand, when
                  delivered;
  (b)
              in
                  the case of fax, at the time of
                  transmission;
  (c)
              in
                  the case of prepaid recorded delivery, special delivery or registered
                  post, at 10 a.m. on the second business day following the date
                  of
                  posting;
  provided
        that, in each case where delivery by hand or by fax occurs after 5 p.m. on
        a
        business day or on a day which is not a business day, service shall be deemed
        to
        occur at 9 a.m. on the next following business day.
  8.2 The
        addresses and fax numbers of the parties hereto for the purpose of Section
        8.1
        are as follows:
 **OccuLogix**
 
 Address:   2600
        Skymark Ave., Building
        9, Suite 201, Mississauga, Ontario,
        Canada  L4W 5B2
 Fax:  (905)
        602-7623
 For
        the
        attention of:  Thomas
        P.
        Reeves
 
 
 **AMD
        and Siegel**
 
 Address:   2600
          Skymark Ave., Building
          9, Suite 201, Mississauga, Ontario,
          Canada  L4W 5B2
 Fax:  (905)
          602-7623
  Irving
        J.
        Siegel
  8.3 A
        party
        may notify the other party to this Agreement of a change to its or his name,
        relevant addressee, address or fax number for the purposes of this Section
        8.
 
 **9.** **MEDIATION**
  9.1 If,
        at
        any time during the currency of this Agreement or after the termination hereof,
        any dispute, difference or question arises, or any failure to agree occurs,
        among the parties hereto with respect to this Agreement, the parties hereto
        agree that they will endeavour to settle any such dispute, difference or
        question, or any such failure to agree, which they are unable to settle through
        direct negotiations or through negotiations by their solicitors, by mediation
        before resorting to arbitration as contemplated in Section 10.
  9.2 Any
        party
        hereto may request mediation, and the parties hereto jointly shall select
        a
        mediator within fifteen days of such request. In the event that the parties
        hereto neglect or refuse to select, or are unable to agree upon, a single
        mediator, then any party to the dispute may apply to a judge of the Superior
        Court of Justice in Toronto to appoint such single mediator. The parties
        to the
        dispute shall participate in good faith in a mediation and any related
        negotiations for a period of 60 days following the date of appointment of
        the
        mediator in accordance with procedures adopted by the mediator. The parties
        to
        the dispute will bear the costs of the mediation equally or as otherwise
        agreed
        by them. All conduct, opinions and statements made in the course of the
        mediation shall be kept confidential. No party to a mediation shall call
        the
        mediator as a witness for any purpose in any arbitration or judicial proceeding,
        nor shall any party seek access to any documents prepared for, or delivered
        to,
        the mediator or any notes or records of the mediator in any arbitration or
        judicial proceeding. Evidence that is otherwise admissible or discoverable
        shall
        not be rendered inadmissible or non-discoverable as a result of its presentation
        or use in the mediation.
  **10.** **ARBITRATION**
  10.1 If
        the
        parties hereto fail to resolve by mediation any dispute, difference or question
        with respect to this Agreement, or any failure to agree in connection therewith,
        they shall refer such matter to a single arbitrator to be appointed by the
        parties to the dispute within fifteen days of such failure. If the parties
        to
        the dispute neglect or refuse to appoint, or are unable to agree upon, an
        arbitrator, then either party to the dispute may apply to a judge of the
        Superior Court of Justice in Toronto to appoint such single arbitrator. The
        arbitrator may grant injunctive or other relief in the arbitration proceeding.
        The decision of the arbitrator shall be final, conclusive and binding on
        the
        parties to the arbitration. Judgment may be entered on the arbitrator’s decision
        in any court of competent jurisdiction. The parties hereto agree that,
        notwithstanding any provision of applicable law, they will not request, and
        the
        arbitrator shall have no authority to award, punitive or exemplary damages
        against any party. In the event that the prevailing party in any arbitration
        proceeding is AMD or Siegel, the costs of the arbitration, including
        administrative expenses and the fees of the arbitrator, counsel and expert
        witnesses, shall be borne by OccuLogix on a substantial indemnity basis as
        that
        term is understood under the Rules of Civil Procedure. In the event that
        the
        prevailing party in any arbitration proceeding is OccuLogix, administrative
        expenses and arbitrator’s fees shall be shared equally by the parties to the
        dispute and each party to the arbitration shall be responsible for the fees
        of
        their respective counsel and expert witnesses. Any arbitration under this
        Agreement shall be regarded as a reference under, and shall proceed in
        accordance with, the provisions of the *Arbitration
        Act, 1991* (Ontario),
        as such act may be amended from time to time.
 
 
 **11. INTERPRETATION**
  11.1 Entire
        Agreement and Waiver .
        This
        Agreement constitutes the entire agreement among the parties hereto with
        respect
        to the subject matter hereof and supersedes all prior agreements, undertakings,
        negotiations and discussions, whether written or oral, that may have taken
        place
        among the parties hereto with respect to the subject matter hereof. No
        supplement, modification or waiver of this Agreement shall be binding unless
        it
        is executed in writing by the party hereto to be bound thereby. No waiver
        of any
        provision of this Agreement shall constitute, or be deemed to be, a waiver
        of
        any other provision of this Agreement, whether or not similar to the provision
        being waived, nor shall any waiver constitute a continuing waiver, unless
        otherwise expressly provided.
 
 11.2 Headings .
        The
        headings in this Agreement are included solely for convenience of reference
        and
        shall not affect the construction or interpretation hereof.
  11.3 Number
        and Gender .
        In this
        Agreement, words importing the singular include the plural and vice versa.
        Words
        importing the masculine gender include the feminine and neuter
        genders.
  11.4 Governing
        Law .
        This
        Agreement shall by governed by, and construed in accordance with, the laws
        of
        the Province of Ontario and the federal laws of Canada applicable
        therein.
  11.5 Invalidity
        of Provisions .
        Each of
        the provisions contained in this Agreement is distinct and severable, and
        a
        declaration of invalidity or unenforceability of any provision or part thereof
        by a court of competent jurisdiction shall not affect the validity or
        enforceability of any other provision hereof.
  11.6 Enurement .
        This
        Agreement shall enure to the benefit of, and be binding upon, the parties
        hereto
        and their respective heirs, administrators, executors, successors and permitted
        assigns.
  **12.** **TIME
        OF ESSENCE**
  Time
        is
        of the essence in this Agreement.
 
 
 
 **IN
        WITNESS WHEREOF** the
        parties hereto have executed this Agreement.
 **OCCULOGIX,
                  INC.**By:Thomas
                  P. Reeves
                President
                  and Chief Operating
                  Officer**AMD
                  MEDICAL SERVICES INC.**By:Irving
                  J. Siegel
                President
 
 
 
 Signature
                  of Witness
              
              Irving
                  J. SiegelName
                  of Witness (*please
                  print*)