**OCCULOGIX,
        INC.**
 **COMPLAINT
        AND REPORTING PROCEDURES**
 Effective
        July, 2005
 
  **Summary**
  The
        Complaint and Reporting Procedures adopted by the Company’s Audit Committee
        provides an avenue for all Company employees to report suspected improper
        financial or management activity.
  **Complaint
        and Reporting Procedures**
  Any
        person may submit a good faith complaint, report or concern regarding accounting
        or auditing matters relating to OCCULOGIX, Inc. and its subsidiaries (the
        “Company”) or violations of the Company’s policies to the Audit Committee **without
        fear of dismissal or retaliation of any kind** .
        The
        Company’s Board of Directors and its management are committed to achieving
        compliance with all applicable securities laws and regulations, accounting
        standards, accounting controls and audit practices.
  In
        order
        to facilitate the reporting, the Company’s Audit Committee has established the
        following procedures for: (a) the receipt, retention and treatment of
        complaints, reports and concerns regarding accounting, internal accounting
        controls or auditing matters (“Accounting Matters”) and regarding potential
        violations of applicable laws, rules and regulations or of the Company’s codes,
        policies and procedures (“Compliance Matters”); and (b) the confidential,
        anonymous submission of complaints, reports and concerns regarding Accounting
        Matters or Compliance Matters.
  **Receipt
        of Calls**
  Any
        person with concerns regarding Accounting Matters or Compliance Matters may
        report their concerns on a confidential or anonymous basis to the Audit
        Committee of the Company by calling the independent, toll-free ValuesLine
        established by the Audit Committee for that purpose. The toll-free ValuesLine
        number is **1-888-475-8376** **** and
        it is
        available 24 hours a day, 7 days a week. Alternatively, an employee may also
        submit his or her complaint, report or concern via a secured website at https://www.compliance-helpline.com/Occulogix.jsp . These
        procedures will also be posted on the Company’s website at www.Occulogix.com .
  **Direct
        Correspondence with Non-Management Directors**
  The
        ValuesLine will allow interested persons to make their concerns regarding
        the
        Company and its management known to the non-management directors of the Company
        on a direct, anonymous and confidential basis.
  **Scope
        of Matters Covered by Procedures**
  These
        procedures relate to complaints, reports and concerns about questionable
        accounting, internal accounting controls or auditing matters, including:
  ·
              the
                  circumvention or attempted circumvention of internal accounting
                  controls;
 ·
              fraud
                  or error in the preparation, evaluation, review or audit of any
                  financial
                  statement of the Company;
 ·
              fraud
                  or error in the recording and maintaining of financial records
                  of the
                  Company;
 ·
              deficiencies
                  in or noncompliance with the Company’s internal accounting controls;
 ·
              misrepresentation
                  or false statement to or by a senior officer or accountant regarding
                  a
                  matter contained in the financial records, financial reports (including
                  discussions in quarterly and annual reports filed with the Securities
                  and
                  Exchange Commission) or audit reports of the Company; and
 ·
              deviation
                  from full and fair reporting of the Company’s financial condition.
  
  These
        procedures also relate to reports of violations, including violations of:
  ·
              applicable
                  laws, rules and regulations;
 ·
              listing
                  standards of the National Association of Securities Dealers (NASD);
 ·
              the
                  Company’s Corporate Code of Business Conduct and Ethics;
 ·
              the
                  Company’s Policy on Insider Trading (See Disclosure Policy); and
 ·
              any
                  other code, policy or procedure established by the Company.
 
 **Treatment
        of Complaints and Reports**
  The
        Audit
        Committee has retained a third party provider to accept, verify and log all
        calls, complaints, reports and concerns received. Upon receipt of a call,
        complaint, report or concern, the third party provider will notify the Audit
        Committee. The Audit Committee will then (a) determine whether it pertains
        to
        Accounting Matters or Compliance Matters or is a concern addressed to the
        non-management directors of the Company and (b) when possible, acknowledge
        receipt to the sender (if so requested by the sender).
  1.
              Calls,
                  complaints, reports and concerns relating to Accounting Matters
                  will be
                  reviewed, under Audit Committee direction and oversight, by the
                  Internal
                  Audit department or such other persons as the Audit Committee determines
                  to be appropriate.
 2.
              Calls,
                  complaints, reports and concerns relating to Compliance Matters
                  will be
                  reviewed, under Audit Committee direction and oversight, by the
                  Company’s
                  Legal department or Human Resources department, as appropriate.
 3.
              If
                  a call, complaint, report or concern is intended for the non-management
                  directors of the Company, the Audit Committee will inform the remaining
                  non-management directors. The Audit Committee will also make the
                  transcript/report of the call available to them.
 
 Prompt
        and appropriate corrective action will be taken when and as warranted in
        the
        judgment of the Audit Committee, the Board of Directors or the non-management
        directors, as applicable.
  **Protection
        of Employees from Reprisal and Confidentiality**
  The
        Company will not take any adverse action against anyone as a result of his
        or
        her good faith complaint, report or concern pursuant to these procedures.
        Furthermore, the Company will not discharge, demote, suspend, threaten, harass
        or in any manner discriminate against any employee in the terms and conditions
        of employment based upon any lawful actions taken by the employee with respect
        to a good faith reporting of complaints, concerns or other matters regarding
        the
        Company or otherwise as specified in Section 806 of the Sarbanes-Oxley Act
        of
        2002.
  It
        is the
        policy of the Audit Committee to address written complaints that allege acts
        or
        attempted acts of interference, reprisal, retaliation, threats, coercion,
        or
        intimidation against employees who disclose improper management activities
        pursuant to the procedures outlined above.
  The
        Audit
        Committee and its representatives shall not reveal the identity of any person
        who makes or expresses a good faith complaint, report or concern regarding
        Accounting or Compliance Matters and who asks that his or her identity, as
        the
        person who made such call remain confidential. Furthermore, the Audit Committee
        will not make any effort, or tolerate any effort made by any other person
        or
        group, to ascertain the identity of any person who makes or expresses a good
        faith complaint, report or concern anonymously regarding Accounting or
        Compliance Matters.
  **Reporting
        and Retention of Complaints and Investigations**
  The
        third
        party provider will maintain a log of all calls, complaints, reports and
        concerns, tracking their receipt and reporting to the Audit Committee. The
        Chairman of the Audit Committee will maintain a log tracking the investigation
        and resolution of all calls, complaints, reports and concerns and will prepare
        a
        periodic summary report for the Audit Committee regarding its investigations
        of
        Accounting Matters. The Company’s Legal counsel will prepare a periodic summary
        report for the Audit Committee regarding his or her investigation of Compliance
        Matters.
  
  **Amendments**
  The
        Audit
        Committee of the Board of Directors of the Company may amend these procedures
        at
        any time, consistent with requirements of applicable laws, rules and
        regulations. All amendments to this policy will be posted on the Company’s
        website.
  **Adopted
        and Approved by**
  The
        Audit
        Committee of the Board of Directors of OCCULOGIX, Inc.
  Georges
        Noël, Audit Committee Chairman
 Tom
        Davidson, Audit Committee Member
 Jay
        Holmes, Audit Committee Member
 Dr.
        Richard Lindstrom, Audit Committee Advisor