<PAGE>

                                                                    EXHIBIT 10.5

                            ASSET PURCHASE AGREEMENT

            THIS ASSET PURCHASE AGREEMENT is made and entered into as of the 1st
day of January 2002, by and between APHERESIS TECHNOLOGIES, INC., a Florida
corporation ("ATI"); and OCCULOGIX CORPORATION, a Florida corporation (the
"Seller").

                                   WITNESSETH:

            WHEREAS, the Seller is the owner of certain assets used in
therapeutic apheresis business (the "Business"); and

            WHEREAS, ATI desires to purchase, subject to certain liabilities,
substantially all of the assets of the Seller used in the Business, which
constitute only a portion of the assets of the Seller, and the Seller desires to
sell such assets, all upon the terms and subject to the conditions hereinafter
set forth.

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement, it is hereby agreed as follows:

1.    PURCHASE AND SALE OF ASSETS: CLOSING.

      (a)   Purchase and Sale. Upon the terms and subject to the conditions
            hereinafter set forth, the Seller hereby agrees to sell to ATI, and
            ATI agrees to purchase from the Seller the assets owned or used by
            the Seller in connection with the Business and listed on Exhibit A
            to this Agreement (collectively, the "Assets").

      (b)   Procedure for Closing. At the closing of the transactions
            contemplated hereby (the "Closing"), the Seller shall sell, assign,
            transfer, convey and deliver to ATI free and clear of all
            liabilities whatsoever (whether absolute or contingent, and
            including all liens, encumbrances, equities, claims, charges or
            interests of third persons) other than those liabilities set forth
            on Exhibit B, and ATI shall purchase from the Seller, all of the
            Seller's right, title and interest in or to the Assets. The Closing
            shall be held at such place, date and time as the parties to this
            Agreement may agree (the "Closing Date"). At the Closing, in
            accordance with the terms of this Agreement, the Seller shall
            deliver to ATI a bill or bills of sale, assignments and all other
            instruments necessary or appropriate in the opinion of counsel to
            ATI to convey all right, title and interest in or to the Assets to
            ATI, and ATI shall deliver the consideration for the purchase of the
            Assets as provided in Section 2 of this Agreement.

2.    CONSIDERATION.

      (a)   Purchase Price. In consideration of the purchase, sale, conveyance,
            transfer and delivery of the Assets, and upon the terms and subject
            to the conditions of this Agreement, ATI shall pay, the sum of
            TWENTY FIVE THOUSAND AND. NO/100 DOLLARS ($25,000.00), which the
            parties agree is the fair market value

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                                       -2-

            of the Assets as determined by an independent appraisal performed by
            Southland Business Group, 3314 Henderson Blvd, Tampa FL (the
            "Purchase Price"). The Purchase Price shall be paid by the execution
            and delivery by ATI of an assumption agreement (the "Assumption
            Agreement"), covering the liabilities specified on Exhibit B hereto.

      (b)   No Assumption of Liabilities. Except as set forth in the Assumption
            Agreement, ATI shall not and does not assume any of the Seller's
            liabilities, including but not limited to its accounts payable and
            other trade liabilities incurred in the Business, or the debts,
            taxes, contingencies or other liabilities of the Business, whether
            fixed or contingent, and all such liabilities incurred prior to
            Closing shall remain the sole obligation of the Seller.

3.    REPRESENTATIONS AND WARRANTIES. The Seller hereby represents and warrants
      to ATI the following:

      (a)   Organization and Standing. The Seller is a corporation duly
            organized, validly existing and in good standing under the laws of
            the State of Florida and has the corporate power and authority to
            carry on its business as it is now being conducted.

      (b)   Authority Relative to this Agreement. The execution, delivery and
            performance of this Agreement by the Seller have been duly
            authorized by the Board of Directors of the Seller. No further
            corporate or other action is necessary on its part to make this
            Agreement valid and binding upon it and enforceable against it in
            accordance with its terms or to carry out the transactions
            contemplated hereby.

      (c)   No Violations. The execution, delivery and performance of this
            Agreement by the Seller do not and will not (1) constitute a breach
            or a violation of any law, rule or regulation, agreement, indenture,
            deed of trust, mortgage, loan agreement or other instrument to which
            the Seller is a party or by which it is bound; (2) constitute a
            violation of any order, judgment or decree to which the Seller is a
            party or by which it is bound or by which any of the Seller's assets
            or properties are bound or affected; or (3) result in the creation
            of any lien, charge or encumbrance upon any of the Setter's assets
            or properties.

      (d)   Litigation. The Seller (1) is not a party to any litigation,
            proceeding or administrative investigation and none is pending or
            threatened against it, its properties, or any property used in the
            Business, (2) knows of no basis for any such litigation, proceeding
            or investigation which might have a material adverse effect,
            financial or otherwise, on the Business, (3) knows of no outstanding
            order, writ, injunction or decree of any court, government,
            governmental authority or arbitration against or affecting the
            Business; and (4) knows of no material infringement of any
            copyright, trademark, trade name, patent or other proprietary right
            owned or licensed by it.

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                                       -3-

      (e)   Title to and Condition of Assets. The Seller has good and marketable
            title to all the Assets. As of the date of this Agreement, such
            assets are subject to no guaranty, judgment, execution, pledge,
            lien, conditional sales agreement, security agreement, encumbrance
            or charge, except as disclosed pursuant to this Agreement (with
            respect to which no default exists) and except for liens for taxes
            not delinquent. The Assets are in good condition and repair,
            reasonable wear and tear excepted, and are operated in conformity
            with all applicable building and zoning ordinances and regulations
            and all other applicable laws, ordinances and regulations.

      (f)   Leases, Contracts and Commitments. The Seller is not a party to any
            leases, contracts, agreements or commitments associated with the
            Business, whether written or oral, of any nature (including
            employment or consulting agreements, mortgages, loans, deeds of
            trust, indentures, credit and collective bargaining agreements).

      (g)   Compliance With Applicable Laws. The conduct of the Business by the
            Seller does not violate or infringe any federal, state, local or
            foreign law, statute, ordinance, license or regulation that is
            presently in effect. Such conduct does not violate or infringe any
            right or concession, copyright, trademark, trade name, patent, know
            how or other proprietary right of others, the enforcement of which
            would adversely affect the Business or the value of the Assets. The
            Seller has and has maintained all licenses and permits required by
            all local, state and federal authorities and regulating bodies.

      (h)   Approvals and Consents. No consent, approval or authorization is
            required in connection with the execution or delivery of this
            Agreement by the Seller or the consummation by it of the
            transactions contemplated hereby.

      (i)   Disclosure. No representation or warranty made by the Seller in this
            Agreement, the exhibits hereto or any of the documents and papers
            required to be delivered pursuant to this Agreement or in connection
            with the consummation of the transactions contemplated hereby
            contains or will contain any untrue statement of a material fact or
            omits or will omit to state a material fact necessary to make the
            statements contained herein or therein not misleading.

4.    REPRESENTATIONS AND WARRANTIES OF ATI. ATI hereby represents and warrants
      the following:

      (a)   Organization and Standing. ATI is a corporation duly organized,
            validly existing and in good standing under the laws of the State of
            Florida and has the corporate power and authority to carry on its
            business as it is now being conducted.

      (b)   Authority Relative to this Agreement. The execution and delivery of
            this Agreement by ATI has been duly authorized by the Board of
            Directors of ATI, and no further corporate action is necessary on
            its part to make this Agreement

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                                       -4-

            valid and binding upon it and enforceable against it in accordance
            with the terms hereof or to carry out the actions contemplated
            hereby.

      (c)   Approvals and Consents. No additional consent, approval or
            authorization is required in connection with the execution or
            delivery of this Agreement by ATI or the consummation by ATI of the
            transactions contemplated hereby.

      (d)   No Violations. The execution, delivery and performance of this
            Agreement by ATI do not and will not (1) constitute a breach or a
            violation of ATI's Articles of Incorporation or by laws, or of any
            law, rule or regulation, agreement, indenture, deed of trust,
            mortgage, loan agreement or other instrument to which ATI is a party
            or by which it is bound; (2) constitute a violation of any order,
            judgment or decree to which ATI is a party or by which it is bound
            or by which any of ATI's assets or properties are bound or affected;
            or (3) result in the creation of any lien, charge or encumbrance
            upon any of ATI's assets or properties, except as contemplated by
            this Agreement.

      (e)   Litigation. ATI (1) is not a party to any litigation, proceeding or
            administrative investigation and none is pending or threatened
            against such corporation, its properties, or any property used in
            its business or the transactions contemplated by this Agreement; (2)
            knows of no basis for any such litigation, proceeding or
            investigation which might have a material adverse effect, financial
            or otherwise, on its business, property, operations or prospects;
            (3) knows of no outstanding order, writ, injunction or decree of any
            court, government, governmental authority or arbitration against or
            affecting it, its properties or business; and (4) knows of no
            material infringement of any copyright, trademark, trade name,
            patent or other proprietary right owned or licensed by it.

5.    COVENANTS. The Seller hereby covenants the following:

      (a)   Conduct of the Business Until Closing. Except as ATI may otherwise
            consent in writing, between the date of this Agreement and the
            Closing Date, the Seller will:

            (1)   neither enter into any transaction, take any action nor fail
                  to take any action which would, or could reasonably be
                  expected to, materially adversely affect the Seller or its
                  usability to perform its obligations under this Agreement;
                  encumber any of the Assets, or dispose of any of the Assets;

            (2)   neither enter into any transaction, take any action nor fail
                  to take any action, in a manner which would result in any of
                  the representations, warranties, disclosures, agreements or
                  covenants of the Seller contained in this Agreement, the
                  exhibits hereto or any document delivered in connection with
                  the consummation of the transactions contemplated hereby, not
                  to be true and complete, as of the time of such transaction,
                  action or failure to take action, and also on the Closing
                  Date; and

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                                       -5-

            (3)   maintain all the Assets in good condition and repair,
                  reasonable wear and tear excepted.

      (b)   Compliance with Laws. The Seller shall comply with all laws of the
            State of Florida, the United States and any other governmental body
            with jurisdiction over the Seller or the Business.

      (c)   Advice of Changes. Between the date of this Agreement and the
            Closing, the Seller will promptly advise ATI in writing of any fact
            which, if existing or known at the date of this Agreement, would
            have been required to be set forth in or disclosed pursuant to this
            Agreement.

      (d)   Other Transactions Prohibited. During the term of this Agreement,
            the Seller will not enter into any written or oral agreements
            providing for the sale, lease or mortgage of the Assets. .

      (e)   Access to Properties and Records, Etc. Between the date of this
            Agreement and the Closing, after reasonable notice, the Seller will
            provide to ATI and its counsel, accountants and other
            representatives full access during normal business hours for
            inspection of all of the properties, personnel, books, tax returns,
            contracts, commitments and records of the Seller to the extent they
            relate to the Business, and will furnish to ATI all such additional
            documents and information with respect to the affairs of the
            Business as ATI or its counsel or accountants may from time to time
            reasonably request. All such books, tax returns, contracts,
            commitments, documents and records of the Seller will be complete
            and correct as of the date of any inspection by or delivery to ATI
            or its representatives of such items.

6.    CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ATI. The obligations of ATI
      under this Agreement are subject to the satisfaction, at or prior to the
      Closing, of each of the following conditions (the fulfillment of any of
      which may be waived in writing by ATI):

      (a)   Accuracy of Representations and Warranties. The representations,
            warranties and statements of the Seller contained in this Agreement,
            all exhibits hereto and any documents delivered in connection
            herewith shall not only have been true and complete as of the date
            of this Agreement but shall also be true and complete as though
            again made on the Closing date, except to the extent that such
            representations and warranties and statements are incorrect as of
            such later date by reason of events occurring after the date of this
            Agreement in compliance with the terms hereof.

      (b)   Compliance. The Seller shall have performed and complied with all
            agreements, covenants and conditions required by this Agreement and
            all exhibits hereto to be performed and complied with by it at or
            prior to the Closing.

      (c)   Certificate. ATI shall have received a certificate executed by the
            President of the Seller and attested to by its Secretary, dated the
            Closing Date, satisfactory in form

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                                       -6-

            and substance to ATI and its counsel, certifying as to (1) the
            fulfillment of the matters set forth in Sections 6(a) and (b) of
            this Agreement and (2) the resolutions adopted by the Board of
            Directors of the Seller approving. the execution of this Agreement
            and the consummation of the transactions contemplated hereby and (3)
            the resolutions adopted by the Stockholders of the Seller approving
            the execution of this Agreement and the consummation of the
            transactions contemplated hereby.

      (d)   Litigation. There shall not be any litigation or proceeding to
            restrain or invalidate the consummation of the transactions
            contemplated hereby.

7.    CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER. The obligations. of the
      Seller under this Agreement are subject to the satisfaction at or prior to
      the Closing of each of the following conditions (the fulfillment of any
      one of which may be waived in writing by the Seller):

      (a)   Accuracy of Representations and Warranties. The representations,
            warranties and statements of ATI contained in this Agreement shall
            not only have been true and complete on the date of this Agreement
            and when made but shall also be true and complete as though again
            made on the Closing Date, except to the extent that they are
            incorrect as of the Closing Date by reason of events occurring after
            the date of this Agreement in compliance with the terms hereof.

      (b)   Compliance. ATI shall have performed and complied with all
            agreements, covenants and conditions required by this Agreement and
            all exhibits hereto to be performed and complied with by it at or
            prior to the Closing.

      (c)   Certificate. The Seller shall have received a certificate executed
            by the President of ATI and attested to by its Secretary, dated the
            Closing Date, certifying as to (1) the fulfillment of the matters
            mentioned in Sections 7(a) and (b) of this Agreement and (2) the
            resolutions adopted by the Board of Directors of ATI approving the
            execution of this Agreement and the consummation of the transactions
            contemplated hereby.

8.    INDEMNIFICATION.

      (a)   General -- Seller. The Seller agrees to indemnify and hold harmless
            ATI in respect of any and all claims, losses and expenses which may
            be incurred by ATI arising out of:

            (1)   any breach by the Seller of any representations, warranties,
                  covenants or agreements made in this Agreement, the exhibits
                  hereto or any document or paper delivered in connection with
                  the transactions contemplated hereby;

            (2)   any attempt by any person to cause or require ATI to pay or
                  discharge any debt, obligation, liability or commitment
                  inconsistent with any such representation, warranty, covenant
                  or agreement;

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                                       -7-

            (3)   any action, suit, proceeding, assessment or judgment arising
                  out of or incident to any of the matters indemnified against
                  in this Section 8, including reasonable fees and disbursements
                  of counsel (before and at trial, in bankruptcy proceedings and
                  in appellate proceedings).

      (b)   General -- ATI. ATI agrees to indemnify and hold harmless the Seller
            in respect of any and all claims, losses and expenses which may be
            incurred by the Seller arising out of:

            (1)   any breach by ATI of any representations, warranties,
                  covenants or agreements made in this Agreement, the exhibits
                  hereto or any document or paper delivered in connection with
                  the transactions contemplated hereby;

            (2)   any attempt by any person to cause or require the Seller or
                  the Stockholder to pay or discharge any debt, obligation,
                  liability or commitment inconsistent with any such
                  representation, warranty, covenant or agreement, or any debt,
                  obligation, liability or commitment arising out of the
                  operation of the Business after Closing;

            (3)   any action, suit, proceeding, assessment or judgment arising
                  out of or incident to any of the matters indemnified against
                  in this Section 8, including reasonable fees and disbursements
                  of counsel (before and at trial, in bankruptcy proceedings and
                  in appellate proceedings).

9.    GENERAL.

      (a)   No Brokers. Each of the parties to this Agreement represents and
            warrants to the other, that it has not utilized the services of any
            finder, broker or agent.

      (b)   Survival of Representations Warranties, Etc: Each of the parties to
            this Agreement covenants and agrees that its representations,
            warranties, covenants, statements and agreements contained in this
            Agreement and the exhibits hereto and any document delivered in
            connection herewith shall survive the Closing Date and terminate on
            the fifth anniversary of such date.

      (c)   Waivers. No action taken pursuant to this Agreement, including any
            investigation by or on behalf of any party, shall be deemed to
            constitute a waiver by the party taking such action of compliance
            with any representation, warranty, covenant or agreement contained
            herein, therein and in any document delivered in connection herewith
            or therewith. The waiver by any party to this Agreement of a breach
            of any provision of this Agreement shall not operate or be construed
            as a waiver of any subsequent breach.

      (d)   Confidentiality. If the transactions contemplated by this Agreement
            are not consummated, then each of the parties to this Agreement
            agrees to keep confidential and shall not use for its own benefit
            any of the information (unless in the public domain) obtained from
            any other party and shall promptly return to

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                                       -8-

            such other parties all schedules, documents or other written
            information (without retaining copies thereof) previously obtained
            from such other parties.

      (e)   Entire Agreement, Amendment. This Agreement (including the exhibits
            hereto and all documents and papers delivered pursuant hereto)
            constitutes the entire agreement, and supersedes all prior
            agreements and understandings, oral and written, among the parties
            to this Agreement with respect to the subject matter hereof. This
            Agreement may not be modified or otherwise amended except by an
            instrument in writing executed by the parties to this Agreement.

      (f)   Assignability. This Agreement shall not be assignable by any party
            to this Agreement without the prior written consent of the other
            party to this Agreement.

      (g)   Further Assurances. The parties to this Agreement will execute and
            deliver, or cause to be executed and delivered, such additional or
            further transfers, assignments, endorsements or other instruments as
            either party may reasonably request for the purpose of carrying out
            the transactions contemplated by this Agreement.

      (h)   Counterparts. This Agreement may be executed in several
            counterparts, each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument.

      (i)   Section and Other Headings. The section and other headings contained
            in this Agreement are for reference purposes only and shall not
            affect the meaning or interpretation of this Agreement.

      (j)   Governing Law. The validity, construction and enforcement of, and
            the remedies under, this Agreement shall be governed in accordance
            with the laws of the State of Florida.

      (k)   Construction. The parties acknowledge and agree that each of them
            has participated in the negotiation of this Agreement and has been
            represented by counsel. The parties agree that any rule of law
            requiring construction of a document against a party by reason such
            party's having prepared such document shall not apply to this
            Agreement.

      (l)   Cost of Enforcement. If either party engages the services of an
            attorney or any other third party or in any way initiates legal
            action to enforce its rights under this Agreement, the nonprevailing
            party agrees to pay to the prevailing party all costs and expenses
            incurred by it relating to the enforcement of this Agreement
            (including reasonable attorneys' and legal assistants' fees before,
            at and after trial and in appellate proceedings).

            IN WITNESS WHEREOF, this Agreement has been signed by the parties
hereto, all on the date first above written.

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                                       -9-

APHERESIS TECHNOLOGIES, INC.             OCCULOGIX CORPORATION


/s/ John Cornish                         /s/ Richard Davis
----------------------------------       --------------------------------------
By:  John Cornish                        By:  Richard Davis


<PAGE>

                                    EXHIBIT A

Assets

1.    Distributorship rights as defined in the 2001 Asahi/ATI Distributorship
      Agreement

2.    ATI Balance Sheet dated December 31, 2001, including

      ATI Assets
            Cash in Bank (Schedule A)
            Accounts Receivable (Schedule B)
            Inventory (Schedule C)
            Prepaid Expenses (Schedule D)
                     Prepaid Taxes
            Contingent Assets (Schedule E)
            Fixed Assets (Schedule F)
                     Depreciable Assets, Accumulated Depreciation
                     Property
            Other Assets:
                     Previously Expensed Items
                     Cash in Bank
                     Deposits Receivable and Bond Receivable
                     ATI Accounting Computer Software, Customer Files
            Capital
                   Paid in Capital, Retained Earnings, Common Stock
      Other ATI Assets:
            Contracts/Agreements
                     ATI Employee Agreements
                     Lease / Rent Agreements
                     Service Agreements,
                     Consulting Agreements
            Regulatory Files and correspondence (Excluding IDE # G970241)
                     Asahi Plasmaflo AP 05H(L), #P820033
                     Asahi Hemosorba CH-350 #K885017
                     ATI Plasma Pump PP-04, #K961137
                     ATI Plasma Exchange Tubeset, Model 064, K831747
                     ATIPlasma Discard Bag, K926409
                     Asahl Blood Pump ABP-03A, K830818
                     ATI Plasmaflo OP-051W(L) for stand alone use in TPEX
            ATI Accounts Payable (Schedule G)
            Sales Tax Payable (Schedule H)
            Other Short Term Liabilities (Schedule 1)
                     Notes Payable, Royalties, Line of Credit (South Trust Bank,
                     Amex)

<PAGE>

                                    EXHIBIT B

Assumed Liabilities

            $25,000 of Occulogix payable to ATI will be credited by ATI against
the Occulogix "Contingent Asset."