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                                                                   EXHIBIT 10.14


                              EMPLOYMENT AGREEMENT

            THIS AGREEMENT is made as of this   day of August, 2004,

BETWEEN:

                           OCCULOGIX INC., a corporation incorporated under the
                           laws of the State of Delaware

                           (the "Corporation")

                           - and -

                           THOMAS P. REEVES, of the City of Mississauga, in the
                           Province of Ontario

                           (the "Employee")

RECITAL:

A.       The Corporation and the Employee wish to enter into this Agreement to
         set forth the rights and obligations of each of them as regards the
         Employee's employment with the Corporation;

                  NOW THEREFORE in consideration of the mutual covenants and
agreements contained in this Agreement and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the Corporation
and the Employee agree as follows:

1.            DEFINITIONS

         1.1. In this Agreement,

                  1.1.1. "Affiliate" has the meaning attributed to such term in
                  the Business Corporations Act (Ontario) as the same may be
                  amended from time to time and any successor legislation
                  thereto;

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                  1.1.2. "AGREEMENT" means this agreement and all schedules
                  attached to this agreement, in each case as they may be
                  amended or supplemented from time to time, and the expressions
                  "hereof, "herein", "hereto", "hereunder", "hereby" and similar
                  expressions refer to this agreement and unless otherwise
                  indicated, references to sections are to sections in this
                  agreement;

                  1.1.3. "BASIC SALARY" and "SALARY" have the respective
                  meanings attributed to such terms in section 5.1;

                  1.1.4. "BENEFITS" has the meaning attributed to such term in
                  section 5.4;

                  1.1.5. "BUSINESS DAY" means any day, other than Saturday,
                  Sunday or any statutory holiday in the Province of Ontario;

                  1.1.6. "CHANGE OF CONTROL" for the purposes of this Agreement,
                  shall be deemed to have occurred when:

                           1.1.6.1. any Person, other than a Person or a
                           combination of Persons presently owning, directly or
                           indirectly, more than 20% of existing voting
                           securities of the Corporation, acquires or becomes
                           the beneficial owner of, or a combination of Persons
                           acting jointly and in concert acquires or becomes the
                           beneficial owner of, directly or indirectly, more
                           than 50% of the voting securities of the Corporation,
                           whether through the acquisition of previously issued
                           and outstanding voting securities, or of voting
                           securities that have not been previously issued, or
                           any combination thereof, or any other transaction
                           having a similar effect;

                           1.1.6.2. the Corporation amalgamates with one or more
                           corporations other than a Subsidiary or OccuLogix,
                           L.P.;

                           1.1.6.3. the Corporation sells, leases or otherwise
                           disposes of all or substantially all of its assets
                           and undertaking, whether pursuant to one or more
                           transactions;

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                           1.1.6.4. any Person not part of existing management
                           of the Corporation or any Person not controlled by
                           the Corporation or by any Affiliate enters into any
                           arrangement to provide management services to the
                           Corporation which results in either (i) the
                           termination by the Corporation of the employment of
                           any two of the Chairman and Chief Executive Officer,
                           President and Chief Operating Officer, Chief
                           Financial Officer or General Counsel for any reason
                           other than Just Cause; or (ii) the termination of the
                           employment of all such senior executive personnel
                           within six months of the date that such arrangement
                           is entered into for any reason other than Just Cause;
                           or

                           1.1.6.5. the Corporation enters into any transaction
                           or arrangement which would have the same or similar
                           effect as the transactions referred to in sections
                           1.1.6.1, 1.1.6.2, 1.1.6.3 or 1.1.6.4 above.

                  1.1.7. "CONFIDENTIAL INFORMATION" means all confidential or
                  proprietary information, intellectual property (including
                  trade secrets) and confidential facts relating to the business
                  or affairs of the Corporation or any of its Subsidiaries which
                  the Corporation treats as confidential or proprietary;

                  1.1.8. "DISABILITY" means the mental or physical state of the
                  Employee such that the Employee has been unable as a result of
                  illness, disease, mental or physical disability or similar
                  cause to fulfil his obligations under this Agreement either
                  for any consecutive 6 month period or for any period of 12
                  months (whether or not consecutive) in any consecutive
                  24-month period;

                  1.1.9. "EMPLOYMENT PERIOD" has the meaning attributed to such
                  term in section 4;

                  1.1.10. "ESA" means the Employment Standards Act, 2000
                  (Ontario) as the same may be amended from time to time and any
                  successor legislation thereto;

                  1.1.11. "GOOD REASON" means:

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                           1.1.11.1. without the consent of the Employee, any
                           material change or series of material changes in the
                           responsibilities or status of the Employee with the
                           Corporation, such that immediately after such change
                           or series of changes the responsibilities and status
                           of the Employee are materially diminished in
                           comparison to his responsibilities and status
                           immediately prior to such change or series of
                           changes, except in connection with the termination of
                           the Employee's employment by the Corporation for Just
                           Cause or on death, Disability or Retirement or a
                           voluntary resignation by the Employee other than a
                           resignation for Good Reason;

                           1.1.11.2. a reduction by the Corporation in the
                           Employee's Basic Salary as in effect on the date
                           hereof or as the same may be increased from time to
                           time with the exception of a reduction in the
                           Employee's Basic Salary of less than ten percent
                           where such reduction is applied to the Basic Salary
                           of all executives in the same class;

                           1.1.11.3. the taking of any action by the Corporation
                           which would materially adversely affect the
                           Employee's participation in, or materially reduce the
                           Employee's Benefits and other similar plans in which
                           the Employee is participating at the date hereof (or
                           such other plans as may be implemented after the date
                           hereof providing the Employee with substantially
                           similar benefits), or the taking of any action by the
                           Corporation which would deprive the Employee of any
                           material fringe benefit enjoyed by him at the date
                           hereof;

                           1.1.11.4. without the Employee's consent, the
                           requirement that the Employee be based anywhere other
                           than the Corporation's principal executive offices
                           except for required travel on the Corporation's
                           business; or

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                           1.1.11.5. any reason which would be considered to
                           amount to constructive dismissal by a court of
                           competent jurisdiction.

                  1.1.12. "JUST CAUSE" means:

                           1.1.12.1. the failure of the Employee to properly
                           carry out his duties after notice by the Corporation
                           of the failure to do so and an opportunity for the
                           Employee to correct the same within a reasonable time
                           from the date of receipt of such notice; or

                           1.1.12.2. theft, fraud, dishonesty or misconduct by
                           the Employee involving the property, business or
                           affairs of the Corporation or its Subsidiaries or the
                           carrying out of the Employee's duties;

                  1.1.13. "PERSON" means any individual, partnership, limited
                  partnership, joint venture, syndicate, sole proprietorship,
                  company or corporation with or without share capital,
                  unincorporated association, trust, trustee, executor,
                  administrator or other legal personal representative,
                  regulatory body or agency, government or governmental agency,
                  authority or entity however designated or constituted;

                  1.1.14. "RESTRICTED PERIOD" means, as the case may be, (i)the
                  notice period provided for in section 8.1.2; or (ii) two years
                  if the employment of the Employee is terminated pursuant to
                  sections 8.1.1, 8.1.3 or 10.

                  1.1.15. "RETIREMENT" means Retirement in accordance with the
                  Corporation's retirement policy;

                  1.1.16. "SUBSIDIARIES" has the meaning attributed to such term
                  by the Business Corporations Act (Ontario) as the same may be
                  amended from time to time and any successor legislation
                  thereto;

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                  1.1.17. "YEAR OF EMPLOYMENT" means any 12-month period
                  commencing on January 1, provided that for the purposes of
                  this Agreement, the "First Year of Employment" shall be deemed
                  to commence on August 30, 2004 and to end on December 31,
                  2004.

2.                EMPLOYMENT OF THE EMPLOYEE

                  The Corporation shall employ the Employee, and the Employee
shall serve the Corporation, in the position of President and Chief Operating
Officer on the conditions and for the remuneration hereinafter set out. In such
position, the Employee shall perform or fulfil such duties and responsibilities
as the Corporation may designate from time to time. The Employee shall report to
the Chairman and Chief Executive Officer of the Corporation.

3.                PERFORMANCE OF DUTIES

                  During the Employment Period, the Employee shall faithfully,
honestly and diligently serve the Corporation and its Subsidiaries as
contemplated above. The Employee shall (except in the case of illness or
accident) devote all of his working time and attention to his employment
hereunder except where expressly agreed by the Chairman and Chief Executive
Officer and shall use his best efforts to promote the interests of the
Corporation.

4.                EMPLOYMENT PERIOD

                  The Employee's employment under this Agreement shall, subject
to section 8 and section 10, be for an indefinite term. Accordingly, the
Corporation shall employ the Employee and the Employee shall serve the
Corporation as an employee in accordance with this Agreement for the period
beginning on the date hereof and ending on the effective date the employment of
the Employee under this Agreement is terminated in accordance with section 8.2
or section 10 (the "Employment Period").

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5.                REMUNERATION

         5.1. BASIC REMUNERATION. The Corporation shall pay the Employee a gross
         salary, minus applicable deductions and withholdings, in respect of
         each Year of Employment in the Employment Period, of U.S.$225,000.00
         (the "Basic Salary"), payable in equal installments according to the
         Corporation's regular payroll practices. The Basic Salary shall not be
         decreased with the exception of a reduction in the Employee's Basic
         Salary of less than ten percent where such reduction is applied to the
         Basic Salary of all executives in the same class. In the sole and
         absolute discretion of the board of directors of the Corporation, be
         subject to an increase on the basis of an annual review. The Basic
         Salary shall be prorated in respect of the First Year of Employment
         such that the Employee shall be entitled and the Corporation shall be
         required to pay in respect of each such year only that proportion of
         the Basic Salary that the number of days in the First Year of
         Employment is to 365.

         5.2. BONUS REMUNERATION. The Employee shall, in respect of each Year of
         Employment during the Employment Period, receive such bonus
         remuneration, as outlined in Schedule 5.2.

         5.3. STOCK OPTIONS. The Employee shall during the Employment Period,
         receive such stock options, if any, as the board of directors of the
         Corporation, in its sole discretion may, pursuant to the terms of the
         Corporation's stock option plan, authorize. The Employee shall, in
         respect of the First Year of Employment, be eligible for such stock
         options, as outlined in Schedule 5.3.

         5.4. BENEFITS. The Corporation shall provide to the Employee, in
         addition to Salary, the benefits (the "Benefits") described in the
         Benefit Plan, such Benefits to be provided in accordance with and
         subject to the terms and conditions of the applicable plan relating
         thereto in effect from time to time and subject to change at any time
         in the sole discretion of the Corporation. In addition the Employee
         shall receive a car allowance in the gross amount of C$1,000 per month
         and will be reimbursed for membership fees and other miscellaneous

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         expenses as agreed by the Chairman and Chief Executive Officer of up to
         C$20,000 per annum.

         5.5. PRO-RATA ENTITLEMENT IN THE EVENT OF TERMINATION. If the
         Employee's employment is terminated pursuant to section 8 or section 10
         or if the Employee dies during the Employment Period, the Employee
         shall be entitled to receive in respect of his entitlement to Salary,
         and the Corporation shall be required to pay in respect thereof, only
         that proportion of the Salary in respect of the Year of Employment in
         which the effective date of the termination of employment or the date
         of death occurs that the number of days elapsed from the commencement
         of such Year of Employment to the effective date of termination or the
         date of death is to 365.

6.                EXPENSES

                  Subject to the terms of the Corporation's expense policy, the
Corporation shall pay or reimburse the Employee for all travel and out-of-pocket
expenses reasonably incurred or paid by the Employee in the performance of his
duties and responsibilities upon presentation of expense statements or receipts
or such other supporting documentation as the Corporation may reasonably
require.

7.                VACATION

                  The Employee shall be entitled during each full Year of
Employment during the Employment Period to vacation with pay of four (4) weeks.
Vacation shall be taken by the Employee at such time as may be acceptable to the
Corporation having regard to its operations. Except with the prior written
consent of the Chairman and Chief Executive Officer (i) no more than two weeks
of vacation shall be taken consecutively; and (ii) the vacation entitlement
earned in a Year of Employment is subject to any carryover provisions as stated
in the Company's vacation policy. Notwithstanding the foregoing, in the event
that the Employee's employment is terminated pursuant to section 8 or section
10, the Employee shall not be entitled to receive any payment in lieu of any
vacation to which he was entitled and which had not already been taken

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by him except to the extent, if any, of the payments in respect of vacation pay
required by the ESA.

8.            TERMINATION

         8.1. NOTICE. The Employee's employment may, subject to section 10
         hereof, be terminated at any time:

                  8.1.1. by the Corporation without prior notice and without
                  further obligations to the Employee for reasons of Just Cause;

                  8.1.2. by the Corporation for any reason other than Just Cause
                  on 24 months' prior written notice to the Employee provided
                  that if the Employee is entitled under the ESA to a longer
                  period of notice than that prescribed above, the notice to be
                  given by the Corporation under this section 8.1.2 shall be
                  that minimum period of notice which is required under the ESA
                  and no more; or

                  8.1.3. by the Employee on one month's notice to the
                  Corporation.

         The Employee's employment shall be automatically terminated, without
         further obligation to the Employee, in the event of his death.

         8.2. EFFECTIVE DATE. The effective date on which the Employee's
         employment shall be terminated shall be:

                  8.2.1. in the case of termination under section 8.1.1, the day
                  the Employee is deemed, under section 18, to have received
                  notice from the Corporation of such termination;

                  8.2.2. in the case of termination under section 8.1.2 or
                  section 8.1.3, the last day of the minimum period referred to
                  therein; and

                  8.2.3. in the event of the death of the Employee, on the date
                  of his death.

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                  Notwithstanding the foregoing, where the Corporation is giving
or has given the notice pursuant to section 8.1.2 above, the Corporation shall
have the right, at any time prior to the end of the Employment Period and by
giving notice to the Employee to that effect (a "Stop Work Notice"), to require
that the Employee cease to perform his duties and responsibilities and cease
attending the Corporation's premises immediately upon the giving of the Stop
Work Notice. If a Stop Work Notice is given, the Corporation shall continue to
pay the Employee to the end of the Employment Period. For that purpose, in
calculating the Employee's entitlement to Salary and Bonus, the Employee shall
be considered to have been actively employed by the Corporation to the end of
the Employment Period. For the purpose of the Employee's entitlement to
Benefits, the Employee shall receive an amount equal to 2.5 percent of his Basic
Salary for the purpose of obtaining equivalent coverage during the notice
period.

9.                RIGHTS OF EMPLOYEE ON TERMINATION AND LUMP SUM PAYMENT

                  Where the Employee's employment under this Agreement has been
terminated by the Corporation under section 8.1.2, the Employee shall be
entitled, upon providing to the Corporation appropriate releases, resignations,
and other similar documentation, to receive from the Corporation, in addition to
accrued but unpaid Salary, if any and any entitlement in respect of vacation as
contemplated by section 7, a lump sum payment equal to 24 months of his Basic
Salary and Bonus, a lump sum allowance of U.S.$ 100,000, in addition to 2.5
percent of his Salary in respect of his entitlement to Benefits, less any
amounts payable to the Employee in lieu of notice where a Stop Work Notice has
been given pursuant to section 8 and less any amounts owing by the Employee to
the Corporation for any reason and any required deductions and withholdings. For
the purpose of calculating the Bonus payable under this section, the Employer
will utilize the average annual bonus achieved during the Employee's employment.
For the purposes of the Employee's entitlement to Benefits, the Employee shall
receive an amount equal to 2.5 percent of his Basic Salary for the purpose of
obtaining equivalent coverage during the notice period.

                  Except as provided above in this section and subject to
section 10, where the Employee's employment has been terminated by the Employee
or by the Corporation for any

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                                      -11-

reason, the Employee shall not be entitled, except to the extent required under
any mandatory employment standard under the ESA, to receive any payment as
severance pay, in lieu of notice, or as damages. Except as to any entitlement as
provided above and subject to section 10, the Employee hereby waives any claims
that the Employee may have against the Corporation for or in respect of
severance pay, or on account of loss of office or employment or notice in lieu
thereof or damages in lieu thereof (other than rights to accrued but unpaid
Salary and vacation pay and to reimbursement for expenses pursuant to section
6). The payments to the Employee where the Corporation has given notice pursuant
to section 8.1.2 above, whether or not a Stop Work Notice is given, shall be
deemed to include and to satisfy entitlement to severance pay pursuant to the
ESA to the extent of such payments.

10.            CHANGE OF CONTROL

         10.1. TERMINATION OF EMPLOYMENT BY THE CORPORATION FOR JUST CAUSE.
         Following a Change of Control, the Corporation may terminate the
         Employee's employment at any time without notice or further obligations
         to the Employee under this Agreement for reasons of Just Cause. For
         greater certainty, following a Change of Control, the Employee shall
         not be deemed to have been terminated for Just Cause unless and until
         there has been delivered to the Employee a copy of a resolution duly
         adopted by the affirmative vote of not less than three-quarters of the
         entire membership of the board of directors of the Corporation
         (excluding the Employee if the Employee is at the time a director of
         the Corporation) at a meeting of the board called and held for the
         purpose (after reasonable notice to the Employee), finding that in the
         good faith opinion of the Board, the Employee's conduct constituted
         Just Cause and specifying the particulars thereof. The date on which
         such resolution is given to the Employee shall be the effective date of
         any termination pursuant to this section 10.1.

         10.2. TERMINATION BY THE EMPLOYEE WITHOUT GOOD REASON

         Notwithstanding the provisions of section 8 hereof, if at any time
         within six months following a Change of Control the Employment of the
         Employee is voluntarily terminated by the Employee for any reason other
         than (i) Good Reason, death, or Retirement; or (ii) by

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         the Corporation for Just Cause, the Employee shall be entitled to an
         amount equal to his annual Salary (less any required deductions and
         withholdings).

         10.3. TERMINATION OF EMPLOYMENT WITHOUT JUST CAUSE OR FOR GOOD REASON.

         If at any time within 24 months following a Change of Control, the
         Employee's employment is terminated, (i) by the Corporation other than
         for Just Cause; or (ii) by the Employee for Good Reason, the following
         provisions shall apply and the provisions of sections 8 and 9 not
         apply:

                  10.3.1. the Employee shall be entitled to receive, and the
                  Corporation shall pay to the Employee immediately following
                  termination, a cash amount equal to two times the Employee's
                  Basic Salary and annual Bonus, in addition to a lump sum
                  allowance of U.S.$100,000, less any required deductions and
                  withholdings. For the purpose of calculating the Bonus payable
                  under this section, the Employer will utilize the average
                  annual bonus achieved during the Employee's employment;

                  10.3.2. the Employee shall be entitled to receive, and the
                  Corporation shall pay to the Employee, immediately following
                  termination, a cash amount equal to five percent of his annual
                  Salary in lieu of continued benefit coverage; and

                  10.3.3. if at the date of termination of the Employee's
                  employment, the Employee holds options for the purchase of
                  shares under a share option plan, all options so held shall,
                  notwithstanding the terms of the Corporation's share option
                  plan, (i) immediately vest to the extent they have not already
                  vested at such date; and (ii) (A) continue to be held on the
                  same terms and conditions as if the Employee continued to be
                  employed by the Corporation or (B) if the Employee so elects
                  in writing within 90 days after the date of termination, be
                  purchased by the Corporation at a cash purchase price equal to
                  the amount by which the aggregate "fair market value" of the
                  shares subject to such options exceeds the aggregate option
                  price for such shares, provided that for this purpose, "fair
                  market value"

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                                      -13-

                  means the higher of (i) the weighted average of the closing
                  prices for the shares of the same class of the Corporation on
                  the principal securities exchange on which such shares are
                  listed at the time of termination for each of the last 10 days
                  prior to such time on which such shares traded on such
                  securities exchange, and (ii) if the Change of Control
                  involved the purchase and sale of such shares, the average
                  value of the cash consideration paid to the shareholders of
                  the Corporation in connection with the transactions resulting
                  in the Change of Control.

         For purposes of this Agreement, the Employee's employment shall be
         deemed to have been terminated following a Change of Control by the
         Corporation without Just Cause or by the Executive with Good Reason, if
         (i) the Employee's employment is terminated by the Corporation without
         Just Cause prior to a Change of Control and such termination was at the
         request or direction of a Person who has entered into an agreement with
         the Corporation or any shareholder of the Corporation the consummation
         of which would constitute a Change of Control; (ii) the Employee
         terminates his employment with Good Reason prior to a Change of Control
         and the circumstance or event which constitutes Good Reason occurs at
         the request or direction of a Person who has entered into an agreement
         with the Corporation or any shareholder of the Corporation the
         consummation of which would constitute a Change of Control; or (iii)
         the Employee's employment is terminated by the Corporation without Just
         Cause prior to a Change of Control and the Employee reasonably
         demonstrates that such termination is otherwise in connection with or
         in anticipation of a Change of Control which actually occurs.

         For greater certainty, this section 10.3 does not apply in the event of
         the termination of the employment of the Employee as a result of death,
         Disability or Retirement or by the Corporation for Just Cause or, by
         the Employee without Good Reason. If the Employee or the Corporation
         intends to terminate the Employee's employment as contemplated in this
         section 10, the party having such intention shall in accordance with
         the provisions of section 17 hereof give the other notice thereof.

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11.               NO OBLIGATION TO MITIGATE

                  The Employee shall not be required to mitigate the amount of
any payment or Benefits provided for in this Agreement by seeking other
employment or otherwise, nor (except as specifically provided herein), shall the
amount of any payment provided for in this Agreement be reduced by any
compensation earned by the Employee as a result of employment by another
employer after termination or otherwise.

12.               NON-COMPETITION

                  The Employee shall not, either during the Employment Period or
the Restricted Period, within Canada or the United States of America, directly
or indirectly, in any manner whatsoever including, without limitation, either
individually, or in partnership, jointly or in conjunction with any other
Person, or as employee, principal, agent, director or shareholder:

                  (i)      be engaged in any undertaking;

                  (ii)     have any financial or other interest (including an
                           interest by way of royalty or other compensation
                           arrangements) in or in respect of the business of any
                           Person which carries on a business; or

                  (iii)    advise, lend money to, guarantee the debts or
                           obligations of or permit the use of the Employee's
                           name or any parts thereof by any Person which carries
                           on a business;

which is the same as or substantially similar to or which competes with or would
compete with the business carried on during the Employment Period or at the end
thereof, as the case may be, by the Corporation or any of its Subsidiaries.

                  Notwithstanding the foregoing, nothing herein shall prevent
the Employee from owning not more than 5% of the issued shares of a corporation,
the shares of which are listed on a recognized stock exchange or traded in the
over the counter market in Canada or the United

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                                      -15-

States, which carries on a business which is the same as or substantially
similar to or which competes with or would compete with the business of the
Corporation or any of its Subsidiaries.

13.               NO SOLICITATION OF PATIENTS

                  The Employee shall not, either during the Employment Period or
the Restricted Period, directly or indirectly, solicit or attempt to solicit any
patients of the Corporation or any of its Subsidiaries for the purpose of
selling to the patient any products or services which are the same as or
substantially similar to, or in any way competitive with, the products or
services sold by the Corporation or any of its Subsidiaries during the
Employment Period or at the end thereof, as the case may be.

14.               NO SOLICITATION OF EMPLOYEES

                  The Employee shall not, either during the Employment Period or
the Restricted Period, directly or indirectly, employ or retain as an
independent contractor any employee of the Corporation or any of its
Subsidiaries or induce or solicit, or attempt to induce, any such person to
leave his/her employment.

15.               CONFIDENTIALITY

                  The Employee shall not, either during the Employment Period or
at any time thereafter, directly or indirectly, use or disclose to any Person
any Confidential Information provided, however, that nothing in this section
shall preclude the Employee from disclosing or using Confidential Information
if:

         15.1. the Confidential Information is available to the public or in the
         public domain at the time of such disclosure or use, without breach of
         this Agreement; or

         15.2. disclosure of the Confidential Information is required to be made
         by any law, regulation, governmental body, or authority or by court
         order.

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                                      -16-

The Employee acknowledges and agrees that the obligations under this section are
to remain in effect in perpetuity and shall exist and continue in full force and
effect notwithstanding any breach or repudiation, or alleged breach or
repudiation, by the Corporation of this Agreement.

16.               REMEDIES

                  The Employee acknowledges that a breach or threatened breach
by the Employee of the provisions of any of sections 12 to 15 inclusive will
result in the Corporation and its shareholders suffering irreparable harm which
is not capable of being calculated and which cannot be fully or adequately
compensated by the recovery of damages alone. Accordingly, the Employee agrees
that the Corporation shall be entitled to interim and permanent injunctive
relief, specific performance and other equitable remedies, in addition to any
other relief to which the Corporation may become entitled.

17.               NOTICES

                  Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be given by prepaid first-class
mail, by facsimile or other means of electronic communication or by
hand-delivery as hereinafter provided, except that any notice of termination by
the Corporation under section 8 or section 10 shall be hand-delivered or given
by registered mail. Any such notice or other communication, if mailed by prepaid
first-class mail at any time other than during a general discontinuance of
postal service due to strike, lockout or otherwise, shall be deemed to have been
received on the fourth Business Day after the post-marked date thereof, or if
mailed by registered mail, shall be deemed to have been received on the day such
mail is delivered by the post office, or if sent by facsimile or other means of
electronic communication, shall be deemed to have been received on the Business
Day following the sending, or if delivered by hand shall be deemed to have been
received at the time it is delivered to the applicable address noted below
either to the individual designated below or to an individual at such address
having apparent authority to accept deliveries on behalf of the addressee.
Notice of change of address shall also be governed by this section. In the event
of a general discontinuance of postal service due to strike, lock-out or
otherwise, notices or other communications shall be delivered by hand or sent by
facsimile or other means of electronic

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                                      -17-

communication and shall be deemed to have been received in accordance with this
section. Notices and other communications shall be addressed as follows:

         a)       if to the Employee:

         Thomas P. Reeves
         848 Sunningdale Bend
         Mississauga, Ontario L5J 1G1

         b)       if to the Corporation:

         Vascular Sciences Corporation
         5280 Solar Drive
         Suite 100
         Mississauga, Ontario
         L4W 5M8

         Attention:                 Chairman and Chief Executive Officer
         Telecopier number:         (905) 625-8081

18.               HEADINGS

                  The inclusion of headings in this Agreement is for convenience
of reference only and shall not affect the construction or interpretation
hereof.

19.               INVALIDITY OF PROVISIONS

                  Each of the provisions contained in this Agreement is distinct
and severable and a declaration of invalidity or unenforceability of any such
provision by a court of competent jurisdiction shall not affect the validity or
enforceability of any other provision hereof.

20.               ENTIRE AGREEMENT

                 This Agreement and the Management Services Agreement dated
August 30, 2004 constitute the entire agreement between the parties pertaining
to the subject matter of these Agreements. These Agreements supersede and
replace all prior agreements, if any, written or oral, with respect to the
Employee's employment by the Corporation and any rights which the Employee may
have by reason of any such prior agreement or by reason of the Employee's prior
employment, if any, by the Corporation. There are no warranties, representations
or agreements

<PAGE>

                                      -18-

between the parties in connection with the subject matter of these Agreements
except as specifically set forth or referred to in these Agreements. No reliance
is placed on any representation, opinion, advice or assertion of fact made by
the Corporation or its directors, officers and agents to the Employee, except to
the extent that the same has been reduced to writing and included as a term of
these Agreements. 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.

21.               WAIVER, AMENDMENT

                  Except as expressly provided in this Agreement, no amendment
or waiver of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any provision of this Agreement shall
constitute a waiver of any other provision nor shall any waiver of any provision
of this Agreement constitute a continuing waiver unless otherwise expressly
provided.

22.               CURRENCY

                  All amounts in this Agreement, with the exception of the car
allowance and miscellaneous expenses of up to C$20,000 in section 5.4, are
stated in U.S. currency; and that all amounts in this Agreement shall be paid in
Canadian currency.

23.               EMPLOYERS AND EMPLOYEES ACT NOT TO APPLY

                  The Corporation and the Employee agree that section 2 of the
Employers and Employees Act (Ontario) shall not apply to or in respect of this
Agreement or the employment of the Employee hereunder.

24.               GOVERNING LAW

                  This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.

<PAGE>

                                      -19-

25.               COUNTERPARTS

                  This Agreement may be signed in counterparts and each of such
counterparts shall constitute an original document and such counterparts, taken
together, shall constitute one and the same instrument.

26.               ACKNOWLEDGMENT

                  The Employee acknowledges that:

         26.1. the Employee has had sufficient time to review and consider this
         Agreement thoroughly;

         26.2. the Employee has read and understands the terms of this Agreement
         and the Employee's obligations hereunder; and

         26.3. the Employee has been given an opportunity to obtain independent
         legal advice, or such other advice as the Employee may desire,
         concerning the interpretation and effect of this Agreement; and

         26.4. this Agreement is entered into voluntarily and without any
         pressure and the Employee's continued employment has not been made
         conditional upon execution of this Agreement by the Employee.

<PAGE>

                                      -20-

            IN WITNESS WHEREOF the parties have executed this Agreement.

                                    Vascular Sciences Corporation

                                    by: /s/ Elas Vamvakas
                                       -----------------------------------------
                                       Elas Vamvakas

Witness                    )
                           )
                           )
                           )
                           )
                           )
                           )        /s/ Thomas P. Reeves
_________________________  )        --------------------------------------------
                           )        Thomas P. Reeves

<PAGE>

                                  SCHEDULE 5.2

                               BONUS REMUNERATION

In respect of each Year of Employment during the Employment Period, the Employee
shall be entitled to receive a maximum of 50 percent of his salary as bonus
remuneration based upon performance criteria agreed upon by the Chairman and
Chief Executive Officer and/or the Compensation Committee of the Board of
Directors. In respect of the First Year of Employment, the Bonus payable, if
any, shall be pro-rated to the proportion of the number of days in the First
Year of Employment is to 365.

<PAGE>

                                  SCHEDULE 5.3

                                  STOCK OPTIONS

Pending approval from the Board of Directors and contingent upon the successful
completion of an Initial Public Offering, the Employee, in respect of the First
Year of Employment, shall be entitled to receive 300,000 stock options at an
exercise price equal to the price of the shares issued on the Initial Public
Offering. Such stock options, if any, will vest at the rate of 33 1/3 percent
each year following the grant date and will expire ten years following the grant
date.