**AMENDING
      AGREEMENT**





**THIS
      AMENDING AGREEMENT** is made
      as of the 1 st day of
      September, 2005 between **OCCULOGIX,
      INC.** (the **“Company”** ),
      a
      corporation incorporated under the laws of the State of Delaware, and Irving
      J.
      Siegel, who resides in the Town of Richmond Hill in the Province of Ontario
      (hereinafter referred to as the **“Employee”** ).





**WHEREAS** the
      Vascular Sciences Corporation (now the Company) and the Employee entered into
      an
      employment agreement, dated as of August 1, 2003, setting forth the rights
      and
      obligations of each of them with respect to the Employee’s employment with
      Vascular Sciences Corporation (now the Company) (the **“Employment
      Agreement”** );





**AND
      WHEREAS** Quest
      Clinical Trials Inc. (now AMD Medical Services Inc.), of which the Employee
      is a
      beneficial owner, director and officer, Rheo Clinic Inc. and OccuLogix, L.P.,
      both of which are affiliates of the Company, and the Employee 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 Medical Services Inc.) 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
      the
      Company 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 Medical Services Inc.
      pursuant to the Consulting Agreement;





**AND
      WHEREAS** the
      Company, AMD Medical Services Inc. and the Employee, as of the date hereof,
      will
      enter into a consulting agreement, that is intended to replace the Consulting
      Agreement, which will reflect the adjusted scope and nature of the services
      to
      be provided by AMD Medical Services Inc. to the Company in connection with
      its
      operation of the Rheo Clinic and in connection with other clinical trial-related
      activities of the Company;





**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 Company and the Employee agree as follows:





1.
            Section
                5 of the Employment Agreement is hereby deleted in its entirety and
                replaced with the following
                provision:





5.  Duties .
      The
      Employee is engaged to serve as Vice President, Clinical Affairs of the Company
      and shall have such other duties as, from time to time, may be reasonably
      assigned to him by the Board of Directors of the Company. During the term
      hereof, the Employee shall devote the necessary time, energy and attention
      required to fulfill his duties and responsibilities hereunder. Nothing herein
      shall preclude the Employee from being involved, directly or indirectly, with
      any other business or profession as long as his involvement in such other
      business or profession, in the opinion of the Company, does not interfere or
      conflict with the execution of his duties hereunder.








2.
            Section
                6(a) of the Employment Agreement is hereby deleted in its entirety
                and
                replaced with the following
                provision:





(a)  The
      Company shall pay to the Employee, as compensation for all services rendered
      by
      the Employee hereunder, an annual base salary of CDN$225,000, subject to such
      deductions as may be agreed upon by the parties or required by law. The Board
      of
      Directors of the Company, or the Compensation Committee thereof, shall review
      the Employee’s performance and base salary on an annual basis and may provide
      for such increase, if any, in the base salary as it may determine appropriate.
      This salary shall be paid in accordance with the Company’s customary payroll
      procedure.





3.
            Section
                6(d) of the Employment Agreement is hereby deleted in its entirety
                and
                replaced with the following
                provision:





(d)  Subject
      to achieving objectives determined on an annual basis by the Board of Directors
      of the Company (the “Bonus Criteria”), the Employee shall be entitled to an
      annual bonus of up to a maximum of 331⁄3% of the Employee’s annual base salary,
      which bonus shall be calculated based on the formula set out in the Bonus
      Criteria.





4.
            The
                Employee’s annual bonus entitlement for 2005 shall be determined, in
                whole, in accordance with Section 6(d) of the Employment Agreement,
                as it
                is amended by this Amending Agreement, and, accordingly, shall be
                an
                amount equal to the applicable percentage (of up to a maximum of
                331⁄3%) of
                CDN$225,000, being the Employee’s annual base salary.





5.
            Section
                7(c)(ii) of the Employment Agreement is hereby deleted in its entirety
                and
                replaced with the following
                provision:





(ii)  severance
      pay equal to: (A) 24 months’ salary hereunder if such termination occurs after
      July 31, 2005 but before August 1, 2008; and (B) 32 months’ salary hereunder if
      such termination occurs after July 31, 2008; in each case, payable in either
      equal monthly installments or in a lump sum payment at the discretion of the
      Employee;





6.
            Section
                7(d) of the Employment Agreement is hereby deleted in its entirety
                and
                replaced with the following
                provision:





(d)  Adjustment
      to Payment upon Termination .
      If
      pursuant to Section 6(a) hereof, the Employee’s base salary is increased, the
      Board of Directors of the Company, or the Compensation Committee thereof, in
      its
      complete discretion, may reduce the number of months’ salary payable pursuant to
      Section 7(c)(ii), provided, however, that, at no time, shall the amount of
      severance pay payable pursuant to Section 7(c)(ii) be less than the amount
      of
      severance that would have been payable based on an annual base salary of
      CDN$225,000.








7.
            The
                Employment Agreement remains in full force and effect, unamended,
                other
                than as amended by this Amending
                Agreement.





8.
            This
                Amending Agreement may be signed by facsimile and in counterpart,
                and each
                such counterpart will constitute an original document, and such
                counterparts, taken together, will constitute one and the same
                instrument.





9.
            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.





10.
            The
                Employee acknowledges that:





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





(b)
            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)
            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; and





(d)
            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]








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








Signature
                of Witness
            
            Irving
                J. SiegelName
                of Witness (*please
                print*)**OCCULOGIX,
                INC.**By:Thomas
                P. ReevesPresident
                and Chief Operating Officer