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Exhibit #3.g.
                              EMPLOYMENT AGREEMENT


          This Agreement is effective as of the 8th day of August 2000.


B E T W E E N:


                                 VASOGEN INC. a corporation incorporated
                                 under the laws of Canada;

                                 (hereinafter called the "Corporation")


                                                               OF THE FIRST PART

                                     - and -


                                 CLIVE WARD-ABLE


                                 (hereinafter called the "Employee")


                                                              OF THE SECOND PART



WHEREAS the Corporation has asked the Employee to provide services to the
Corporation as its Vice-President of Research and Development on the terms and
conditions hereinafter, set forth;


NOW THEREFORE in consideration of the mutual covenants herein contained and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged by each of the parties hereto), the parties hereby agree as
follows:


PART 1 - EMPLOYMENT SERVICES

1) Engagement and Acceptance of Duties

   a)  During the term of the Employee's retainer hereunder, the Employee shall
       be retained by the Corporation to provide those services to the
       Corporation as are described in Schedule "A" attached hereto. The
       Employee hereby acknowledges that during the term of this agreement and
       in respect of the services to be provided hereunder, he is subject to the
       direction of David


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       Elsley, the Corporation's Chief Executive Officer or such other
       individual as the Corporation may designate from time to time. The
       Employee hereby acknowledges that it is a condition of employment that he
       has a valid passport or similar to allow uninhibited movement to the
       United States or Europe.

   b)  The Employee shall well and faithfully serve the Corporation and fulfil
       the duties conferred upon the Employee honestly, diligently, in good
       faith and in the best interest of the Corporation. The Employee will
       devote such time and attention to the affairs and business of the
       Corporation as is reasonably required to perform his obligations
       hereunder. The Employee agrees to comply with all applicable laws in the
       fulfilment of his obligations pursuant to this agreement.


2) Remuneration

       For his services, hereunder the Employee shall be paid remuneration at
       the rate of $180,000 per annum (the "Salary"), which Salary shall be
       reviewed annually and which may be adjusted upward at the discretion of
       the Corporation based on the Employee's performance and responsibilities
       and the performance of the Corporation. The Employee will also receive a
       car allowance of $650 per month (the "Allowance"). Such Salary and
       Allowance will be payable bi-weekly in arrears.


3) Benefits

       During the period of employment of the Employee hereunder the Employee
       shall be reimbursed for all reasonable travelling and other expenses
       incurred by the Employee in connection with the performance of his duties
       hereunder upon provision of appropriate receipts or other vouchers.

       The Employee shall be entitled to five (5) weeks' vacation per year.

       After the completion of three months of employment, the Employee shall be
       entitled to participate in any group health and welfare plans adopted by
       the Corporation for its employees during the term of this Agreement.

       Subject to approval by the Board of Directors of the Corporation and the
       applicable regulatory authorities, the Employee will be granted 60,000
       options with a term of five (5) years and an exercise price of $8.25,
       such options to vest as to 20,000 options upon execution of this
       Agreement, a further 20,000 options on the first anniversary of this
       Agreement and the final 20,000 options on the second anniversary of this
       Agreement.

       The Employee will participate in the Corporation's short-term incentive
       plan, which currently provides for a bonus of up to 40% of salary and a
       grant of options, subject to board and regulatory approval, based on
       completion of corporate and individual objectives.


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The Corporation will reimburse the Employee for the following expenses in
connection with his relocation from the United Kingdom:

       o   Furniture removal, shipping and storage (if necessary until suitable
           accommodation is found)
       o   Temporary rental of reasonable accommodations for up to 3 months or
           until permanent housing is found, whichever is sooner.
       o   The use of a reasonable rental car for 4 months or until a permanent
           car can be arranged, whichever is sooner.
       o   Cost of airfare for family for one return trip to Ontario prior to
           actually moving in order to look for housing and schools, such
           airfare to be limited to economy class.
       o   Cost of airfare for family for one one-way trip to Ontario in
           connection with moving, such airfare to be limited to economy class.
       o   Settling-in allowance equal to the value of one month's gross salary


4) Termination

The Corporation may terminate the employment of the Employee at any time:

   a)  for just cause in which case the Employee is not entitled to any advance
       notice of termination or any compensation in lieu of notice;

   b)  without just cause, in which case the Corporation will provide the
       Employee with the greater of i) the notice of termination or compensation
       in lieu of notice that is provided by the Employment Standards Act of
       Ontario as amended from time to time or ii) four months' salary; and

   c)  it is specifically understood and agreed that upon fulfilment of the
       obligations set out in paragraph 4(b), the Corporation has no further
       obligation to the Employee for notice, payment in lieu of notice or
       damages whether at common law, equity or otherwise.

   The Employee may terminate his employment at any time by providing the
   Employer with at least four (4) weeks' notice.


PART II - CONFIDENTIALITY, INTELLLECTUAL PROPERTY, NON
          SOLICITATION AND NON- COMPETITION

1) Definitions Applicable to this Part II

   a)  "Confidential Information" shall mean all information, including, but not
       limited to trade secrets, disclosed to the Employee or known by the
       Employee as a consequence of or through his being retained by the
       Corporation, concerning the Corporation's products,


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       processes or services and including, but not limited to: computer
       programs; unpatented inventions, discoveries or improvements; marketing,
       manufacturing, or organizational research and development, or business
       plans; sales forecasts; personnel information, including the identity of
       other Employees of the Corporation, their responsibilities, competence,
       abilities, and compensation; pricing and financial information; current
       and prospective customer lists and information on customers or their
       Employees; information concerning planned or pending acquisitions or
       divestitures; and information concerning purchases or major equipment or
       property; and which:

       i.  has not been made generally available to the public by the
           Corporation;

       ii. is useful or of value to the Corporation's current or anticipated
           business, research or development activities or those of any customer
           or supplier of the Corporation; or

       iii. has been identified as confidential by the Corporation, either
           orally or in writing.

Confidential Information shall not include information which:

       i.  is in or hereafter enters the public domain through no fault of the
           Employee;

       ii. is obtained by the Employee from a third party having the legal right
           to use and disclose the same; or

       iii. is in the possession of the Employee prior to receipt from the
           Corporation.

   b)  An "unauthorized person or corporation or other entity" means any
       individual or entity who or which has not executed an appropriate
       confidentiality or secrecy agreement with the Corporation.

   c)  "Intellectual Property" shall mean all discoveries, inventions,
       improvements, formulas, ideas, devices, writings or other intellectual
       property including but not limited to the notes, records, reports,
       sketches, plans, memoranda and other tangible information relating to
       such Intellectual Property, whether or not subject to protection under
       any applicable laws including, without limitation, patent or copyright
       laws, which relate directly to the business of the Corporation, or which
       was conceived or created using the Corporation's materials or facilities,
       whether during or after working hours.

   d)  "Research and Development" shall mean the scientific and engineering
       activities related to the investigation, analysis, development or
       production of the Corporation's existing products, processes or services.

2) Employee's Obligations Not to Use or Disclose Confidential Information

   a)  The Employee acknowledges that the Corporation has heretofore carried on
       and will hereafter carry on the business of, among other things,
       research, development and


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       commercialization with respect to the Corporation's technology, and that
       in the course of carrying out, performing and fulfilling his
       responsibilities to the Corporation hereunder he will have access to and
       will be entrusted with Confidential Information, the disclosure of any of
       which Confidential Information to competitors of the Corporation or to
       the general public may be detrimental to the best interests of the
       Corporation. The Employee acknowledges and agrees that the right to
       maintain the confidentiality of such Confidential Information, and the
       right to preserve the goodwill of the Corporation, constitute proprietary
       rights, which the Corporation is entitled to protect.

   b)  The Employee shall maintain in confidence at all times and shall not
       divulge to any unauthorized person or corporation or other entity, or use
       in any manner, or knowingly allow another to use, without the
       Corporation's prior written consent, either during the term of his
       employment hereunder or thereafter, the Corporation's Confidential
       Information. The Employee agrees, therefore, that the Corporation is
       entitled to protection from any unauthorized disclosure or use, or
       threatened disclosure or use of any Confidential Information, including
       protection by injunctive relief, in addition to other remedies available
       under the law.

   c)  The Employee further acknowledges that the Corporation operates and
       competes internationally, and that the Corporation will be harmed by
       unauthorized disclosure or use of its Confidential Information regardless
       of where such disclosure or use occurs, and that therefore this
       Confidential Information is not limited geographically in any way.


3) Corporation's Property

   All notes, reports, sketches, plans, unpublished memoranda or other documents
   created, developed, generated or held by the Employee during the term of this
   Agreement, concerning or related to the Corporation's business, and whether
   containing or relating to Confidential Information or not, are the property
   of the Corporation and will be promptly delivered to the Corporation upon
   termination or expiry of this Agreement for any reason whatsoever.

4) Corporation's Right to Inventions and Discoveries

   a)  All Intellectual Property developed during the term of this Agreement
       shall be the sole and exclusive property of the Corporation without
       further compensation. Any Intellectual Property based upon the
       Corporation's Confidential Information and developed at any time either
       during or after the termination of this agreement shall be the property
       of the Corporation. The Employee's development of Intellectual Property
       occurring within one year after the termination of this Agreement and
       related to the Corporation's business, products or research shall be
       presumed to be the property of the Corporation. The Employee agrees to
       promptly notify and fully disclose to the Corporation all such
       Intellectual Property. The Employee shall take such steps as are deemed
       reasonably necessary to maintain complete and current records thereof.

   b)  The Employee shall assign to the Corporation or its designates, the
       Employee's entire right,



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       title and interest in said Intellectual Property. The Employee shall, at
       the Corporation's request and expense, execute all documents necessary to
       enable the Corporation to make applications for domestic or foreign
       patents, and assist in securing, defending or enforcing any such title
       and right thereto, and assist in any other claims or litigation
       concerning the Corporation, its subsidiaries or affiliates.

5) Non-Competition

   The Employee covenants and agrees with the Corporation that he will not,
   while performing his services hereunder, or at any time for a period of two
   (2) years thereafter (the "Restricted Period"), in any manner whether
   directly or indirectly, carry on or be engaged in or interested in, or advise
   any person or persons, firm or corporation engaged or in the business of
   researching, developing or selling:

   a)  an ex vivo blood treatment, device, product or technology including,
       without limitation, a treatment, device, product or technology which
       exposes blood to one or more stress factors or stimuli, including one or
       more of oxygen, ozone, heat, and ultra-violet light; or

   b)  any treatment, device, product or technology which utilizes any mechanism
       of action utilized by the Corporation's treatments, devices, products or
       technology and described in information provided to the Employee by the
       Corporation or contained in the Corporation's patents or patent
       applications;

   which is competitive with the medical research and technology business
   engaged in by the Corporation during the Restricted Period.

6) Inconsistent Obligations

   The Employee agrees that, during the term of this Agreement, the Employee
   will not accept or assume any obligation that may be inconsistent with any
   obligation in this Agreement or with his retainer by the Corporation without
   the written consent of the Corporation.

7) Severability

   If any covenant or provision of this Part II is determined to be invalid,
   void or unenforceable in whole or in part, it shall not be deemed to affect
   or impair the validity of any other covenant or provision contained therein
   or otherwise in this Agreement, and each and every of the covenants or
   provisions contained in this Part II are hereby declared to be separate and
   distinct covenants and severable from each of the others for the purposes of
   this Agreement. The Employee hereby agrees that all covenants and provisions
   contained in this Part II are reasonable, valid and necessary both as to area
   and duration for the protection of the Corporation's proprietary interests
   and that he has had an opportunity to review this Agreement with counsel of
   his choice.


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PART III - GENERAL

1) Survival

   The provisions of Part II and Part III hereof and any confidentiality
   agreement executed by the Employee shall survive the termination of the
   employment of the Employee with the Corporation under this Agreement.

2) Entire Agreement

   This Agreement constitutes the entire Agreement between the parties hereto
   relative to the retainer of the Employee and supersedes all prior agreements
   and understandings whether written or oral relative to the employment of the
   Employee. Except as otherwise specifically set forth in this Agreement,
   neither party hereto makes any representation or warranty express or implied
   statutory or otherwise to either other party hereto. This Agreement may not
   be amended or modified except by written instrument executed by all the
   parties hereto.

3) Governing Law

   This Agreement shall be deemed to have been made in and shall be construed in
   accordance with the laws of the Province of Ontario and, for the purposes of
   all legal proceedings, this Agreement shall be deemed to have been performed
   in such province. Each of the Employee and the Corporation hereby irrevocably
   attorns to the exclusive jurisdiction of the courts of the Province of
   Ontario and the courts of such province shall have the sole and exclusive
   jurisdiction to entertain any action arising under this Agreement.

4) Assignment

   This Agreement shall not be assignable by either party hereto except with the
   prior written consent of the other party hereto.

5) Further Assurances

   Each of the parties hereto hereby covenants and agrees to promptly do all
   such acts and execute all such further agreements, assurances and other
   documents as the other party hereto may from time to time reasonably request
   in writing be done and/or executed in order to better evidence and/or perfect
   the respective matters and things herein provided for and/or the respective
   obligations created or intended to be created hereby.

6) Enurement

   The provisions hereof, where the context permits, shall enure to the benefit
   of and be binding upon the Employee and his executors, administrators and
   legal personal representatives and the Corporation and its successors and
   assigns.

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7) No Liability for Directors or Others


   The Employee acknowledges and agrees that each and every of the obligations,
   agreements, liabilities and covenants in this agreement which are not the
   Employee's are solely those of the Corporation, and the directors, officers,
   employees and shareholders of the Corporation shall not have, and are hereby
   released from, any responsibility or liability of any nature whatsoever in
   respect of such obligations, agreements, liabilities or covenants.

8) Independent Legal Advice

   The Employee acknowledges that he has read and understands the foregoing and
   that the Corporation has advised him that the foregoing substantially alters
   and supersedes his common law rights. The Employee acknowledges that the
   Corporation has advised him to seek independent legal advice prior to
   executing this Agreement.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the date first above written.


SIGNED, SEALED AND DELIVERED )
      in the presence of     )
                             )
---------------------------- )
     Witness                 )    Dr. Clive Ward-Able


                                  VASOGEN INC.



                                  By:
                                       -----------------------------------------

                                       Duly Authorized Officer or Director,
                                       on behalf of the Corporation and not in
                                       his personal capacity                c/s