<PAGE>

                                                                    EXHIBIT 10.4

DISTRIBUTION AGREEMENT

This agreement ("Agreement") is made on 01. January 2002 between MESYS GMBH, a
company organized under the laws of Germany with offices at Beneckeallee 30,
D-30419 Hannover ("MESYS") and OccuLogix Corporation, 612 Florida Avenue, Palm
Harbor, Florida 34683, USA.

MESYS developed and produces on the order of DIAMED a blood- and plasma therapy
device. This device has been introduced into the market under the tradenames
Octo Nova and Octo Therm. These tradenames have been registered, among others,
by DIAMED in various countries. Furthermore, DIAMED holds all rights worldwide
on Octo Nova and Octo Therm. MESYS is the manufacturer of the plasma therapy
devices "Octo Nova/Octo Therm" and shall be authorized to enter into
distribution agreements with distributors outside Germany, provided that the
exclusive marketing agreement between DIAMED and OccuLogix Corp. has been
concluded (Exhibit D).

OccuLogix Corp. is the exclusive distributor for Octo Nova and Octo Therm in the
territory of United States, Canada and Mexico.

MESYS manufactures Octo Nova/Octo Therm including accessories and spare parts,
according to the terms of this Agreement, and for which MESYS has the necessary
facilities, equipment, qualified personnel and experience.

Accordingly, the parties agree as follows:

1.    MANUFACTURE OF PRODUCT

1.1   MESYS shall manufacture and sell to OccuLogix Corp. the device(s),
      accessories, spare parts, and other tools (hereinafter "Product(s)") as
      described in Exhibit A, attached to this Agreement and in the quantity
      agreed between the parties. MESYS shall also furnish the Product and spare
      parts and meet other conditions as set forth in this Agreement, including
      those provided in Exhibit A and in the following specifications,
      descriptive literature, and other documents ("Specifications").

      Exhibit A:        List of Product(s) and Quantities
      Exhibit B:        Spare Parts
      Exhibit C:        Price List
      Exhibit D:        marketing agreement

      MESYS reserves the right to change the Specifications at any time in
      agreement and upon a written notice to OccuLogix Corp.

      No change to the Products shall be made by OccuLogix Corp. without MESYS's
      prior written consent. During the term of this agreement OccuLogix Corp.
      shall submit to MESYS for their approval and acceptance in writing all
      proposed enhancements to the Product during the term of this Agreement.
      All cost related to such product

<PAGE>
                                      -2-

      enhancements will be paid by OccuLogix Corp. Procedures for handling of
      property rights in case of product enhancements have been included in the
      marketing agreement between DIAMED and OccuLogix Corp. (Exhibit D).

1.2   MESYS shall furnish OccuLogix Corp. the following services for the Product
      purchased under this Agreement:

      1.2.1 Adequate technical and maintenance training for personnel. OccuLogix
            Corp. will bear the costs of those training. The first training is
            free of charge at MESYS.

      1.2.2 Meetings between OccuLogix Corp. and MESYS shall take place in so
            far as reasonable at Hannover. Upon appropriate notification by
            OccuLogix Corp. participation of MESYS personnel shall also be
            possible at other places.

1.3   If requested by OccuLogix Corp. in writing, MESYS shall have sufficiently
      spare parts available, during a period of five (5) years after expiration
      of this Agreement and sell to OccuLogix Corp. within agreed delivery times
      and at reasonable prices.

1.4   MESYS warrants that the Products delivered to OccuLogix Corp. are free
      from defects in materials, workmanship and manufacturing and is
      merchantable, fit for the purpose intended, and in compliance with the
      requirements of this Agreement. MESYS shall replace or repair any Product,
      Product component, work, or other item furnished by it under this
      Agreement, that fails to conform to the requirements of this Agreement if
      such non conformance appears within a period of twelve (12) months as of
      delivery of the Product by MESYS to OccuLogix Corp.

2.    ORDERS, PAYMENTS AND TERMS OF DELIVERY

2.1   Forecast and orders

      2.1.1 Upon execution of this Agreement, and no later than thirty (30) days
            after each succeeding anniversary date of this Agreement, OccuLogix
            Corp. shall submit to MESYS an annual rolling forecast. OccuLogix
            Corp. guarantees that for the term of this Agreement will purchase
            25 units of the Product Octo Nova per year beginning after FDA
            approval (12 month period).

      2.1.2 OccuLogix Corp. shall submit to MESYS purchase orders indicating the
            type and quantity of Product required. OccuLogix Corp. shall submit
            such purchase orders regularly in the form of a rolling forecast
            over a period of 12 months, whereby the running and the following 3
            subsequent months shall be binding orders allowing lead time of
            thirty (30) business days for MESYS to fill the orders. OccuLogix
            Corp. purchase orders shall be deemed accepted by MESYS unless it
            notifies OccuLogix Corp. to the contrary within ten (10) business
            days of its receipt thereof.

      2.1.3 All sales of the Products by MESYS to OccuLogix Corp. and orders
            from OccuLogix Corp. to MESYS shall be subject to the provisions of
            this Agreement,

<PAGE>
                                      -3-

            and shall not be subject to the terms and conditions contained in
            any purchase order of MESYS or OccuLogix Corp.

2.2   Delivery

      2.2.1 OccuLogix Corp. or its agent shall collect Products at MESYS
            facility in Hannover. Till collection the Products remain under the
            custody and the responsibility of MESYS. The following shall be
            agreed as delivery term: "ex works MESYS".

      2.2.2 After the Product has passed all required test, verification and
            approvals and has been properly packed by MESYS, MESYS will inform
            in writing OccuLogix Corp. of availability of the Product.

2.3   OccuLogix Corp. shall pay MESYS the prices for the Product as stipulated
      in Exhibit C. These prices include not freight and packing costs. MESYS
      shall be authorized to raise the prices as per 1st January of every year
      according to the general price increase. Exceptional price increases shall
      be proven separately and can be enforced if deemed essential.

2.4   OccuLogix Corp. shall pay accepted MESYS invoices within thirty (30) days
      of the date of invoice or per letter of credit. Invoices are payable in
      DEM or EURO.

2.5   In the event OccuLogix Corp. were not to purchase the full guaranteed 25
      units per year of Product within the terms of this Agreement specified in
      Section 7, the parties agree that OccuLogix Corp. would pay MESYS DEM
      5,000 or EURO 2.560 for every not purchased unit up to the limit of 25
      units per year.

3.    QUALITY REQUIREMENTS

      All Products shall be manufactured and packaged in accordance with EU/MDD
      with FDA and UL standards.

4.    REGISTRATION/REGULATORY MATTERS

      The Octo Nova/Octo Term is labelled with CE mark and have the registration
      for all EU States. OccuLogix Corp. is responsible for FDA approval.

5.    EXCLUSIVITY

      During the term of this Agreement, MESYS shall not enter into any
      agreement with third parties for the sale of the Octo Nova in United
      States, Canada and Mexico.

6.    CONFIDENTIALITY

      Any information conveyed to OccuLogix Corp. by MESYS in connection with
      this Agreement, and specifically identified as confidential, shall be used
      by OccuLogix Corp. only for the purposes of this Agreement and shall not
      be disclosed to third parties during

<PAGE>
                                      -4-

      the term of this Agreement or for a period of five years thereafter,
      provided, however, that such obligation of confidentiality shall not apply
      to information that:

      (a)   was known prior to its disclosure by the transferring Party;

      (b)   is received at any time in good faith from a third party with the
            legal right to disclose the same; or

      (c)   is in the public domain or subsequently enter the public domain
            other than by reason of acts or omissions of the employees or
            agents.

7.    TERM, TERMINATION

7.1   This Agreement shall be in effect for the initial term beginning with the
      execution date and for a duration of three (3) years after the date of FDA
      approval. It will expire at that date without requiring termination. Any
      prolongation must be agreed upon in advance and in writing.

7.2   Either party may immediately terminate this Agreement if any breach of its
      terms is not cured within sixty (60) days following receipt of written
      notice from the other Party.

7.3   Either party may terminate this Agreement, effective immediately upon the
      giving of notice, if

      (a)   the other Party shall file a petition in bankruptcy, or shall be
            adjudicated a bankrupt, or shall become insolvent, or shall make an
            assignment for the benefit of creditors, or shall be voluntarily or
            involuntarily dissolved, or shall have a receiver, trustee or other
            court officer appointed for its property.

      (b)   the production contract between DIAMED and MESYS is terminated.

      (c)   the marketing contract between DIAMED and OccuLogix Corp. is
            terminated.

7.4   Termination shall not relieve or release either party from performing all
      obligations hereunder and making any and all payments which may be due and
      owing under the terms of this Agreement.

8.    INTELLECTUAL PROPERTY RIGHTS

8.1   This Agreement shall not affect the rights of the parties in their
      respective trademarks or patents.

8.2   OccuLogix Corp. shall not retain any MESYS documents, files, records,
      correspondence, notes, or other items, including copies, relating to the
      business of MESYS, except as its association with MESYS shall require and
      then only with permission of MESYS. In cases where MESYS permits OccuLogix
      Corp. to retain such items, OccuLogix Corp. shall promptly return them to
      MESYS upon request or upon completion or termination under this Agreement.

<PAGE>
                                      -5-

8.3   All drawings, specifications, proposals, photographs, recordings, samples,
      prototypes and products given to OccuLogix Corp. by MESYS or produced by
      OccuLogix Corp. under this Agreement and which incorporates any of MESYS's
      ideas or technology, shall not be shown or displayed by OccuLogix Corp. to
      any third party.

8.4   OccuLogix Corp. shall not disclose to any third party in any manner the
      fact or nature of its association with MESYS without first obtaining the
      express written permission.

8.5   OccuLogix Corp. may disclose MESYS's information to subcontractors,
      regulatory authorities, and others, as required to meet OccuLogix Corp.
      obligations under this Agreement, provided:

      (1)   MESYS has approved such disclosure, and

      (2)   OccuLogix Corp. secures confidential/and proprietary treatment of
            any information thus disclosed in a manner accepted by MESYS.

9.    INDEMNITY

      OccuLogix Corp. shall indemnify and hold MESYS harmless from all claims
      resulting from any act or omission. OccuLogix Corp. agrees to maintain
      product liability coverage in an amount sufficient to meet its obligations
      under this Section 9. MESYS's liability shall be limited to liability in
      compliance with German law. OccuLogix Corp. shall fulfil its obligations
      as representative in accordance with FDA requirements.

10.   RECALLS, INSPECTIONS AND PRODUCT COMPLAINTS

10.1  The parties shall notify and cooperate with each other as to any
      complaints, inspections and recalls concerning the Product.

10.2  In the event of a recall of the Product, OccuLogix Corp. shall assume
      complete responsibility for the conduct of the recall. MESYS shall provide
      OccuLogix Corp. with any manufacturing information required by OccuLogix
      Corp. in connection with the recall. The cost of any recall hereunder
      shall be equitably allocated between the parties in accordance with their
      responsibility for its underlying cause.

11.   TECHNICAL SERVICE

      OccuLogix Corp. is responsible for the technical service in United States,
      Canada and Mexico. OccuLogix Corp. has the necessary equipment, stock of
      spare parts and qualified personnel to realize the technical service in
      accordance with MESYS requirements. OccuLogix Corp. should only use
      original spare parts delivered from MESYS for repair. Maintenance and
      safety checks for Octo Nova/Octo Therm has to be done in accordance with
      MESYS requirements.

<PAGE>
                                      -6-

12.   CUSTOMER TRAINING

      OccuLogix Corp. is responsible for customer training in United States,
      Canada and Mexico. OccuLogix Corp. has the necessary equipment and
      qualified personnel to realize the training in accordance with MESYS
      requirements.

13.   FORCE MAJEURE

      Neither party shall be liable to the other party for failure to perform
      any of its obligations hereunder because of any cause beyond the control
      of or occurring without the fault of such party.

14.   NOTICES

      All notices or communications shall be effective when sent via registered
      mail, with sufficient postage, prepaid, addressed to the recipient party
      at the address of that party first above written, or to such other
      address(es) as either party shall specify by notice to the other party.

15.   MISCELLANEOUS

15.1  This Agreement shall be binding upon the parties, their successors and
      assigns. Neither party shall assign this Agreement without the prior
      consent in writing of the other party, except that either party may assign
      this Agreement to an entity under common control.

15.2  This Agreement constitutes the entire agreement between the parties
      relating to its subject matter and all prior proposals, discussions, and
      writings by the parties and relating to the subject matter of this
      Agreement are superseded. This Agreement may be amended only by written
      agreement of the parties.

15.3  This Agreement is to be deemed to have been entered into in Hannover, and
      its construction shall be in accordance with the laws of Germany, and all
      disputes under it shall be adjudicated in the courts of Hannover.

Partner                                          MESYS



By:     /s/ Richard Davis                        By:    /s/ R. Hoffman
        _________________________                       _______________________

Title:  Chairman, President & CEO                Title: Managing Director

<PAGE>

                                    EXHIBIT A

List of Products

      Octo Nova                            EU Version

      Octo Therm                           Heater for Octo Nova

Quantities

      Octo Nova                            25 units per year (minimum)

      Octo Therm                           25 units per year (minimum)

<PAGE>

                                    EXHIBIT B

MESYS
Medizinische Systeme
MeSys GmbH
Beneckeallee 30
30419 Hannover
Fon: 0511 679999-0
Fax: 0511 679999-11
Email: mesys@aol.com

                              SPARE PART LIST 2000

                                    OCTO NOVA

                                     05/2000
                              Valid from 01.05.2000

_______________

Price changes and errors excepted. All Prices without packaging and
transportation costs. For Shipments with a goods worth below DM 50.-a fee of DM
35.- will be charged.

<PAGE>

                                DOOR INSIDE VIEW

<TABLE>
<CAPTION>
 PART NO.                                DESCRIPTION                                      EURO               DM
----------              ----------------------------------------------                   ------           --------
<S>                     <C>                                                             <C>               <C>
KM E039-10              Chargeable Battery Pack Octo Nova LCR 24V/2, 2P                  168,73            330,00
BG-F467-00              Power Supply Octo Nova complete                                  762,34           1491,00
AN-F028-00              Fan Octo Nova                                                     39,88             78,00
SZ-E030-00              Fuse 5x20 T10A                                                     0,92              1,80
BG-E313-04              Motherboard                                                      220,88            432,00
BG-E300-04              PCB, CPU-517                                                     315,47            617,00
BG-E325-00              PC/104 CPU complete                                             1692,37           3310,00
BG-E308-02              PCB, Scale                                                       140,61            275,00
BG-E309-01              PCB, Bloodleak detector                                           87,43            171,00
BG-E310-00              PCB, Alarmtone                                                    78,74            154,00
BG-E319-00              PCB, Drip Counter                                                108,39            212,00
SZ-E027-00              Fuse 5x20 T200mA                                                   0,92              1,80
IT-E020-00              Toroidal Transformer                                             119,64            234,00
IE-E007-00              Line Filter                                                       75,16            147,00
</TABLE>

<PAGE>

                                DOOR OUTSIDE VIEW

<TABLE>
<CAPTION>
 PART NO.                      DESCRIPTION                                                 EURO               DM
----------              ----------------------------                                      -----             ------
<S>                     <C>                                                               <C>               <C>
SE-F022-00              Fuse Holder                                                        6,44             12,60
SE-F020-00              Power Connector                                                   37,32             73,00
SZ-E029-00              Fuse 5x20 2AmT                                                     0,92              1,80
SI-F148-00              Label Technical Service                                            2,53              4,95
SI-F144-00              Label Fuses                                                        0,82              1,60
SI-F147-00              Label Connector Octo Therm                                         2,30              4,50
SI-F016-00              Label Potential Equalization                                       0,61              1,20
KK-F037-00              Power Cord                                                         8,08             15,80
KT-F326-00              T-Clip Cableguiding Cart                                           1,64              3,20
</TABLE>

<PAGE>

                               FRONT OUTSIDE VIEW

<TABLE>
<CAPTION>
  PART NO.                        DESCRIPTION                                             EURO               DM
----------              ------------------------------------                            ------            --------
<S>                     <C>                                                             <C>               <C>
SE-F088-00              Keyboard with plate German                                       728,08           1424,00
KT-F286-00              Line holder, red                                                   2,94              5,75
KT-F287-00              Line holder, blue                                                  2,94              5,75
KT-F288-00              Line holder, yellow                                                2,94              5,75
KT-F324-00              Bubble catcher holder D=21 blue                                    3,89              7,60
BG-F473-00              Sensors, Air detector                                            319,56            625,00
BG-F493-00              Blood pump rotor                                                 314,96            616,00
BG-F494-00              Balance pump rotor                                               293,99            575,00
BG-F484-00              Reedswitch for Pump housing                                        9,25             18,10
BG-F495-00              Citrate pump rotor                                               219,86            430,00
BG-F479-00              Door, Blood pupmpen                                               99,19            194,00
BG-F477-00              Door, Balance pump 1                                             113,37            166,00
BG-F478-00              Door, Balance pump 2                                             113,37            166,00
BG-F470-00              Door, Citrate pump                                                55,73            109,00
SE-F090-00              Keyboard, Level Lifter                                            44,99             88,00
BG-F481-00              Mirror, Bloodleak detector                                        11,40             22,30
BG-F482-00              Drip Counter                                                     324,67            635,00
BG-F500-00              Scale                                                           1014,91           1985,00
BG-F464-00              Detector, Substitution                                           371,71            727,00
KT-F276-00              Roller with Brake                                                 60,33            118,00
KT-F277-00              Roller without Brake                                              49,08             96,00
KT-F129-00              Plexiglass Supporting Disk blue                                    5,47             10,70
KT-F130-00              Plexiglass Supporting Disk red                                     5,47             10,70
KT-F132-00              Plexiglass Supporting Disk yellow                                  5,47             10,70
KT-F200-00              Plexiglass Supporting Disk transparent                             3,78              7,40
KT-F325-00              Plexiglass Supporting Disk orange                                  5,47             10,70
</TABLE>

<PAGE>

                                   ACCESSORIES

<TABLE>
<CAPTION>
  PART NO.                  DESCRIPTION                   EURO               DM
----------              --------------------              -----             -----
<S>                     <C>                               <C>               <C>
BG-F485-00              Filter holder blue                49,80             97,40
BG-F486-00              Filter holder yellow              49,80             97,40
MT-F050-10              Crank, Blood pump                 25,31             49,50
MT-F362-00              Key for Case                       2,20              4,30
</TABLE>

<PAGE>

                                    EXHIBIT C

                                   PRICE LIST

<TABLE>
<S>                                                            <C>
Octo Nova                                                      15.000 Euro

Octo Therm                                                      1.125 Euro
(in combination with Octo Nova)
</TABLE>

EXHIBIT D:  MARKETING AGREEMENT DIAMED / OCCULOGIX CORP.
<PAGE>

Addendum to Distribution Agreement from 01. January 2002 between MESYS GMBH,
Hannover (Germany) and OccuLogix Corporation, Florida (USA)

MESYS and OccuLogix agrees to change section 9 - Indemnity as follows

9.       INDEMNITY

OccuLogix shall indemnify and hold MESYS harmless from all claims resulting from
any act or omission of OccuLogix. MESYS shall indemnify and hold OccuLogix
harmless from all claims resulting from any act or omission of MESYS.

OccuLogix Corp. and MESYS agrees to maintain product liability coverage in an
amount sufficient to meet its obligations under this Section 9. MESYS's
liability shall be limited to liability in compliance with German law. OccuLogix
Corp. shall fulfill its obligations as representative in accordance with FDA
requirements.

The additional insurance cost for MESYS will be charged per each invoice to
OccuLogix with the amount of 4.90 Euro (at the moment) per 500, Euro turn over.
The insurance rate depends on the actual insurance rate and can be adapt in
future to the actual rates. OccuLogix agrees to bear this cost.

April 7th 2003

OCCULOGIX CORPORATION/VSC                    MESYS


By:    /s/ John Cornish                      By:    /s/ R. Hoffman
       ------------------------                     -------------------
Title: Chief Technology Officer              Title: Managing Director

<PAGE>

                    SECOND ADDENDUM TO DISTRIBUTION AGREEMENT

On January 1, 2002, an Agreement ("AGREEMENT") was executed between MESYS GMBH
("MESYS") and VASCULAR SCIENCES CORPORATION ("VSC"), formerly known as Occulogix
Corporation,

On April 7, 2003, the first addendum to the AGREEMENT was signed, thereby
changing the Indemnity provision in Section 9.

On September 22, 2003, MESYS and VSC hereby agree to a second addendum ("SECOND
ADDENDUM") as follows:

WHEREAS, VSC distributes the Octo Nova Blood Plasma Therapy Machine
(manufactured by MESYS) in North America. VSC hereby agrees to:

1.    Providing technical training for the Octo Nova to the end-user. VSC's
      technical representative will receive formal training, and be certified,
      by MESYS, or an authorized MESYS representative.

2.    VSC will maintain traceability of all Octo Nova units distributed, and
      make this information available to MESYS upon the request.

3.    Any complaints received by VSC regarding the Octo Nova will be forwarded
      to MESYS for review. VSC shall forward MESYS' response and conclusion to
      the complainant. VSC maintains complaint handling procedures in compliance
      with FDA regulations as well as Canadian Medical Device Regulation (CMDR).

4.    The contact person for VSC will be:

            Mr. John Cornish
            Director of Regulatory Affairs
            Vascular Sciences Corporation
            Palm Harbor FL 34683
            PH 727-784-2353

                                           VASCULAR SCIENCES CORPORATION


                                           By:    /s/ John B. Cornish
                                                  ------------------------------
                                           Title: Director of Regulatory Affairs


                                           MESYS GMBH


                                           By:    /s/ R. Hoffman
                                                  ------------------------------
                                           Title: Managing Director


<PAGE>

Addendum to Distribution Agreement from 01, January 2002 between MESYS GMBII,
Hannover (Germany) and OccuLogix Corporation, Florida (USA)

MESYS and OccuLogix agrees to change section 9 - Indemnity as follows

9.    INDEMNITY

OccuLogix shall indemnity and hold MESYS harmless from all claims resulting from
any act or omission of OccuLogix. MESYS shall indemnify and hold OccuLogix
harmless from all claims resulting from any act or omission of MESYS.

OccuLogix Corp. and MESYS agrees to maintain product liability coverage in an
amount sufficient to meet its obligations under this Section 9. MESYS's
liability shall be limited to liability in compliance with German law. OccuLogix
Corp. shall fulfil its obligations as representative in accordance with FDA
requirements.

The additional insurance cost for MLSYS will be charged per each invoice to
OccuLogix with the amount of 4,90 Euro (at the moment) per 500,- Euro turn over.
The insurance rate depends on the actual insurance rate and can be adapt in
future to the actual rates. OccuLogix agrees to bear this costs.

April 7th 2003

OccuLogix Corporation VSC                  MESYS

By: /s/ John B. Cornish                    By: /s/ R. Hoffman
    ----------------------------               -------------------------

Title: Chief Technology Officer            Title: Managing Director

<PAGE>

                    SECOND ADDENDUM TO DISTRIBUTION AGREEMENT

On January 1, 2002, an Agreement ("AGREEMENT") was executed between MESYS GMBH
("MESYS") and VASCULAR SCIENCES CORPORATION ("VSC"), formerly known as Occulogix
Corporation,

On April 7, 2003, the first addendum to the AGREEMENT was signed, thereby
changing, the Indemnity provision in Section 9

On September 22, 2003, MESYS and VSC hereby agree to a second addendum
("SECOND ADDENDUM") as follows:

WHEREAS, VSC distributes the Octo Nova Blood Plasma Therapy Machine
(manufacture by MESYS) in North America, VSC hereby agrees to;

      1.    Providing technical training for the Octo Nova to the end-user,
            VSC's technical representative will receive formal training, and be
            certified, by MESYS, or an authorized MESYS representative.

      2.    VSC will maintain traceability of all Octo Nova units distributed,
            and make this information available to MESYS upon the request.

      3.    Any complaints received by VSC regarding the Octo Nova will be
            forwarded to MESYS for review. VSC shall forward MESYS response and
            conclusion to the complainant. VSC maintains complaint handling
            procedures in compliance with FDA regulations as well as Canadian
            Medical Device Regulation (CMDR).

      4.    The contact person for VSC will be:

               Mr. John Cornish
               Director of Regulatory Affairs
               Vascular Sciences Corporation
               Palm Harbor FL 34683
               PH. 727-784-2353

                                     VASCULAR SCIENCES CORPORATION

                                     BY: /s/ John B. Cornish
                                         ---------------------------------------
                                         John B. Cornish, Director of Regulatory
                                         Affairs

                                     MESYS GMBH

                                     BY: /s/ R. Hoffman
                                         ---------------------------------------
                                     Title: R. Hoffman, Managing Director
<PAGE>



<PAGE>