Exhibit
10.4





Execution
Copy







SECOND
AMENDING AGREEMENT




THIS SECOND AMENDING AGREEMENT
is made as of the 16th day of
June, 2008 by and between David C. Eldridge (the “Employee”), a resident of the
State of Oklahoma, and OccuLogix, Inc. (the “Employer”), a corporation
incorporated under the laws of the State of Delaware, and having its executive
offices at 2600 Skymark Avenue, Building 9, Suite 201, Mississauga, Ontario, L4W
5B2.




WHEREAS, the Employer and the
Employee entered into a termination agreement dated as of January 8, 2008 (the
“Termination Agreement”)
pursuant to which the Employee’s employment with the Employer, as its Vice
President, Science and Technology, was terminated;




AND WHEREAS,capitalized terms
used in this Second Amending Agreement, but not otherwise defined, shall have
the respective meanings attributed to such terms in the Termination
Agreement;




AND WHEREAS,the Employer and
the Employee entered into an amending agreement dated as of March 3, 2008 (the
“Amending Agreement”)
pursuant to which they agreed that the Employer may pay the Employee up to 50%
of the Severance Balance by granting to the Employee stock options under the
Stock Option Plan;




AND WHEREAS,on May 20, 2008,
the Employer filed a preliminary proxy statement with the U.S. Securities and
Exchange Commission (the “Preliminary Proxy Statement”)
in which, under the heading “Proposal IX”, the Employer has described the
methodology for calculating the number of stock options to be granted under the
Stock Option Plan in partial satisfaction and discharge of its obligation to pay
the Severance Balance;




AND WHEREAS,the Employer has
advised the Employee that it will not be able to pay the Severance Balance on or
prior to June 30, 2008, and they mutually have agreed to extend such deadline to
September 1, 2008;




NOW, THEREFORE,in
consideration of the mutual promises and covenants contained in this Second
Amending Agreement and the Termination Agreement, as amended by the Amending
Agreement, and the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties hereto agree as follows:




1.
            AMENDMENT




1.1           The
first sentence of Section 3.2 of the Termination Agreement is hereby deleted in
its entirety and replaced with the following sentence:




Subject
to Section 3.4, on the earliest to occur of (i) September 1, 2008, (ii) the date
on which the Employer closes a financing for total gross proceeds in an
aggregate amount of at least U.S.$5,000,000, whether by way of debt, equity or
otherwise, and whether such financing is effected in a single transaction or a
series of related or unrelated transactions, and (iii) a Change of Control
(defined below), the Employer shall pay the Employee, in a lump sum, an amount
equal to (a) the Employee’s Severance minus (B) the Salary
Continuance Amount, less applicable deductions and withholdings (the “Severance
Balance”).







Without
derogating from the generality of Section 1.4 of this Second Amending Agreement,
and for greater certainty, the other sentences of Section 3.2 of the Termination
Agreement remain in full force and effect, unamended.




1.2           Section
3.3 of the Termination Agreement, as such Section 3.3 has been amended by the
Amending Agreement, is hereby deleted in its entirety and replaced with the
following Section 3.3:




3.3
            At
      the sole discretion of the Employer, and subject to the provisions of this
      Section 3.3 and Section 3.4, and subject further to the Employer obtaining
      all requisite corporate approval therefor (including, without limitation,
      the approval of the Employer’s stockholders, if required), the Employer
      may satisfy and discharge in full its obligation under Section 3.2 to pay
      the Severance Balance as follows:  (i) with respect to some
      percentage of the Severance Balance determined by the Employer in its sole
      discretion, but in any event not to exceed 50%, by issuing to the Employee
      stock options under the Stock Option Plan in a number calculated in
      accordance with the methodology described under the heading “Proposal IX”
      in the Preliminary Proxy Statement (collectively, the “Severance Stock
      Options”); and (ii) with respect to the balance of the Severance
      Balance, by paying it in cash.  The Severance Stock Options
      shall have a term of ten years commencing on the date of their grant and
      will be exercisable immediately upon grant.  The exercise price
      of the Severance Stock Options shall be determined by the Employer’s board
      of directors in accordance with the provisions of the Stock Option Plan
      and all applicable laws, regulations and rules (including, without
      limitation, the rules of the Toronto Stock
  Exchange).




1.3           Section
6.2 of the Termination Agreement is hereby deleted in its entirety and replaced
with the following Section 6.2:




6.2
            The
      Employer shall use commercially reasonable efforts to obtain the Requisite
      Stockholder Approval, which covenant shall terminate and become null and
      void, and be of no more force or effect, upon the earlier to occur of (i)
      the date on which a meeting of the Employer’s stockholders may be convened
      to obtain the Requisite Stockholder Approval and (ii) September 30,
      2008.




1.4           The
Termination Agreement, as amended by the Amending Agreement, remains in full
force and effect, unamended, other than as specifically amended by this Second
Amending Agreement.




2.
            ACKNOWLEDGEMENT




2.1           The
Employee hereby acknowledges that:




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




(b)
            He
      has read and understands the terms of this Second Amending Agreement and
      his obligations hereunder;




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




(d)
            He
      is entering this Second Amending Agreement voluntarily and without any
      pressure from the Employer.




3.
            MISCELLANEOUS




3.1           The
headings in this Second Amending Agreement are included solely for convenience
of reference and shall not affect the construction or interpretation
hereof.




3.2           The
parties hereto expressly agree that nothing in this Second Amending Agreement
shall be construed as an admission of liability.




3.3           This
Second Amending Agreement shall be binding upon, and inure to the benefit of,
the parties hereto and their respective heirs, trustees, administrators,
successors and assigns.




3.4           This
Second Amending Agreement and the Termination Agreement, as amended by the
Amending Agreement, constitute the entire agreement between the parties hereto
pertaining to the subject matter of the termination of the Employee’s employment
with the Employer.  This Second Amending Agreement, together with the
Termination Agreement, as amended by the Amending Agreement, supersede and
replace all prior agreements, if any, written or oral, with respect to such
subject matter and any rights which the Employee may have by reason of any such
prior agreements or by reason of the Employee’s employment with the
Employer.  There are no representations, warranties or agreements
between the parties hereto in connection with the subject matter of this Second
Amending Agreement, except as specifically set forth herein.  No
reliance is placed on any representation, opinion, advice or assertion of fact
made by the Employer or any of its officers, directors, agents or employees to
the Employee, except to the extent that the same has been reduced to writing and
included as a term of this Second Amending Agreement or the Termination
Agreement, as amended by the Amending 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.




3.5           Each
of the provisions contained in this Second Amending 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.




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3.6           This
Second Amending Agreement shall be governed by, and construed in accordance
with, the laws of the State of Oklahoma, without regard to its conflicts of laws
rules which shall be deemed inapplicable to this Second Amending
Agreement.




3.7           This
Second Amending Agreement may be signed in counterparts and delivered by
facsimile transmission or other electronic means, and each of such counterparts
shall constitute an original document, and such counterparts, taken together,
shall constitute one and the same instrument.






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IN WITNESS WHEREOF,the
parties have executed this Second Amending Agreement as of the date set forth
above.




OCCULOGIX,
      INC.By:
            /s/
      Suh KimSuh
      KimGeneral
      Counsel







/s/
      David C. EldridgeSignature
      of Witness
            
            David
      C. EldridgeName
      of Witness (please
      print)






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