EXHIBIT 10.2 AGREEMENT

Advertising or Marketing Agreement

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OccuLogix, Inc.

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Title: EXHIBIT 10.2 AGREEMENT
Date: 5/6/2005

EXHIBIT 10.2

AGREEMENT

THIS AGREEMENT (the "AGREEMENT") made this 28th day of March, 2005 (the

"EFFECTIVE DATE") between OccuLogix(R), Inc. ("OCCULOGIX"), a corporation

incorporated under the laws of the State of Delaware, and Rheogenx(TM)

Biosciences Corporation (the "PURCHASER"), a corporation incorporated under the

laws of the State of Delaware.

WHEREAS OccuLogix wishes to sell the Products (as hereinafter defined) to

the Purchaser, and the Purchaser wishes to purchase the Products from OccuLogix,

under the terms provided herein.

AND WHEREAS OccuLogix and the Purchaser also desire to develop a joint

marketing relationship to promote the use of the RHEO System and the Purchaser's

mobile apheresis business and to provide for certain other business

arrangements.

NOW THEREFORE, in consideration of the mutual covenants and agreements

herein contained and other good and valuable consideration (the receipt and

sufficiency of which are hereby acknowledged), the parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 DEFINITIONS. In this Agreement, the following terms shall have the

meanings set forth below, unless the context requires otherwise:

"ADVERSE PATIENT EVENT" means an "Unanticipated Adverse Device Effect"

that is reported or is reportable to the FDA under the Code of Federal

Regulations, Part 21 CFR 812, or any successor regulation, and any "Adverse

Event" that is reported or is reportable under the Medical Device Reporting

regulations as defined in the Code of Federal Regulations, Part 21 CFR 803, or

any successor regulation, in each case, whether or not such event is actually

reported to the FDA.

"AFFILIATE(S)" means, in respect of a Person (the "FIRST PERSON"), another

Person that, directly or indirectly: (i) controls the First Person, (ii) is

controlled by the First Person or (iii) is controlled by the same Person that

controls the First Person. In this definition, "control" means ownership of more

than 50% of another Person or the power to direct decisions of another Person,

including the power to direct management and policies of another Person whether

by reason of ownership, contract or otherwise.

"BUSINESS DAY" means a day, other than a Saturday, Sunday or statutory

holiday, when banks are generally open in the State of Florida for the

transaction of banking business.

"CHANGE OF CONTROL" means the occurrence of any of the following events:

(i) any Person acquires or becomes the beneficial owner of, or a combination of

Persons acquires or becomes the beneficial owner of, directly or indirectly,

more than 50% of the voting securities of the Purchaser, whether through the

acquisition of previously issued and outstanding voting securities, or of voting

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securities that have not been previously issued, or any combination thereof, or

any other transaction having a similar effect; (ii) any resolution is passed or

any action or proceeding is taken with respect to the liquidation, dissolution

or winding-up of the Purchaser; (iii) the Purchaser merges with one or more

corporations other than a wholly-owned subsidiary, where a majority of the

Purchaser's stockholders immediately prior to such transaction do not hold a

majority of the issued and outstanding securities of the combined company, but

in any case this Change of Control provision shall not be applied to the

solicited merger of the Purchaser with HemaCare Corporation regardless of the

outcome of the ownership of the Purchaser's securities post-merger; (iv) the

Purchaser sells, leases or otherwise disposes of all or substantially all of its

assets and undertaking, whether pursuant to one or more transactions; or (v) the

Purchaser enters into any transaction or arrangement which would have the same

or similar effect as the transactions described in (ii), (iv) or (v).

"CONFIDENTIAL INFORMATION" of a party means any and all material and

information of a party or any of its Affiliates or licensors (in this

definition, the "DISCLOSING PARTY") which has or may come into the possession or

knowledge of the other party or any of its Affiliates (in this definition, the

"RECIPIENT PARTY") in connection with or as a result of entering into this

Agreement, including information concerning the Disclosing Party's past,

present, and future customers, suppliers, finances, affairs, technology and

business. For the purposes of this definition, "information" and "material"

includes know-how, data, patents, copyrights, trade secrets, processes,

techniques, programs, designs, designs obtained by reproducing or reverse-

engineering product, formulae, marketing, advertising, financial, commercial,

sales or programming materials, written materials, compositions, drawings,

proposals, notes, records, diagrams, computer programs, studies, work in

progress, visual demonstrations, ideas, concepts, and other data, in oral,

written, graphic, electronic or any other form or medium whatsoever, and shall

include all Intellectual Property Rights and any information identified by the

Disclosing Party as confidential, or which the Recipient Party should reasonably

know would constitute Confidential Information. Notwithstanding the foregoing,

"Confidential Information" does not include the following information:

(i) information which is publicly available when it is received by or

becomes known to the Recipient Party or which subsequently becomes

publicly available through no fault of the Recipient Party (but such

information will be considered Confidential Information until such

time as it becomes publicly available);

(ii) information which is already known to the Recipient Party at the

time of its disclosure to the Recipient Party by the Disclosing

Party and is not the subject of an obligation of confidence of any

kind;

(iii) information which is independently developed by the Recipient Party

without any use of or reference to the Confidential Information of

the Disclosing Party where such independent development can be

established by evidence that would be acceptable to a court of

competent jurisdiction; and

(iv) information which is received by the Recipient Party in good faith

from a third party whom the Recipient Party had no reason to believe

was not lawfully in possession of such information free of any

obligation of confidence of any kind, but only until the Recipient

Party subsequently comes to have reason to believe that such

information was subject to an obligation of confidence of any kind

when originally received.

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"FDA" means the United States Food and Drug Administration.

"FDA APPROVAL" means the approval of the FDA being sought by OccuLogix for

the RHEO System for use in treatment of non-exudative age-related macular

degeneration (the specific labeling of which treatment will be determined by the

FDA).

"FILTERS" means the filters described in Schedule 1 attached hereto, and

any new versions of such filters or improvements thereto, or replacement or

substitution filters, that OccuLogix, in its sole discretion, may from time to

time sell in the regular course of its business.

"GEOGRAPHIC AREA" means any Canadian or U.S. city, town or municipality,

and its surrounding area to an extent of a 50-mile radius thereabout, that is

specified in the Geographic Areas Schedule, attached hereto as Schedule 2, as it

may be amended from time to time by the parties hereto.

"INTELLECTUAL PROPERTY RIGHTS" means:

(a) any and all proprietary rights provided under (i) patent law, (ii)

design law, (v) semi-conductor chip or mask work law or (vi) any

other statutory provision or common law principle applicable to this

Agreement, including trade secret law, which may provide a right in

either ideas, formulae, algorithms, concepts, inventions,

documentation, Confidential Information or know-how generally, or

the expression or use of such ideas, formulae, algorithms, concepts,

inventions or know-how; and

(b) any and all applications, registrations, licenses, sub-licenses,

franchises, agreements, renewals or any other evidence of a right in

any of the foregoing.

"PATIENT INFORMATION" means all information, data and test results

collected by the Purchaser in connection with the use of the Products with

patients, provided that such information, data and test results will be provided

to OccuLogix in such form so that the patients will not be identified in

accordance with the standard of de-identification of protected health

information set forth in CFR ss. 164.514.

"PERSON" means an individual, corporation, partnership, limited liability

company, trust, business trust, association, joint stock company, joint venture,

pool, syndicate, sole proprietorship, unincorporated organization, governmental

authority or any other form of entity.

"PRODUCTS" means, together, the Pump, Tubing Sets and the Filters and any

new versions of such products or improvements thereto, or replacement or

substituted products, that OccuLogix, in its sole discretion, may from time to

time sell in the regular course of its business.

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<PAGE>

"PUMP" means the OctoNova(R) Apheresis Machine described in Schedule 1

attached hereto and any new versions of such product or improvement thereto, or

replacement or substitution products, that OccuLogix, in its sole discretion,

may from time to time sell in the regular course of its business.

"RHEO SYSTEM" means the Products used to perform Rheopheresis and

consisting of a Pump and a disposable treatment set, containing the Filters and

Tubing Sets, through which the patient's blood circulates.

"RHEO THERAPY" means the performance of Rheopheresis using the RHEO

System.

"SECTION 510 APPROVAL" means approval of the FDA granted pursuant to

section 510(k) of the U.S. Food, Drug and Cosmetic Act.

"THIRD PARTY" shall mean any Person other than OccuLogix, the Purchaser

and their respective Affiliates.

"TUBING SETS" means the disposable tubing sets forming part of the RHEO

System.

1.2 EXTENDED MEANINGS. Unless the context requires otherwise, words

importing the singular include the plural and vice versa, and words importing

gender include all genders. The terms "including" and "include" shall mean

"including without limitation" and "include without limitation," respectively.

1.3 REFERENCES TO "OCCULOGIX" AND "PURCHASER". Unless the context requires

otherwise, in this Agreement, references to "OCCULOGIX" are references to

OccuLogix, Inc. and all of its Affiliates, and references to the "PURCHASER" are

references to Rheogenx Biosciences Corporation and PhereSys Therapeutics and all

of their respective Affiliates.

1.4 CURRENCY. Unless otherwise stated, all dollar amounts referred to in

this Agreement are in United States dollars.

1.5 LEGAL COUNSEL. The parties acknowledge that their respective legal

counsel have reviewed and participated in settling the terms of this Agreement

and that any rule of construction to the effect that any ambiguity is to be

resolved against the drafting party shall not be applicable in the

interpretation of this Agreement.

1.6 REMEDIES CUMULATIVE. Unless otherwise expressly stated herein, all

rights and remedies of either party under this Agreement are in addition to such

party's other rights and remedies and are cumulative, not alternative.

1.7 AGREEMENT AND SCHEDULE AMENDMENT AND SUPPLEMENT. Except as expressly

set out in this Agreement, this Agreement, including each Schedule to this

Agreement, may not be amended or supplemented except by mutual written agreement

of at least one authorized representative of each of the parties. Any such

agreement will expressly state that it is intended to amend or supplement, as

the case may be, this Agreement.

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<PAGE>

1.8 SCHEDULES. This Agreement includes and incorporates the following

schedules:

Schedule 1 - Product List and Prices

Schedule 2 - Geographic Areas Schedule

ARTICLE 2

PRODUCTS AND PATIENT INFORMATION

2.1 PURCHASE. Upon submission of a purchase order by the Purchaser

("ORDER") and acknowledgment and acceptance of such Order by OccuLogix,

OccuLogix will sell, and the Purchaser will purchase, the Products at the prices

specified in Schedule 1 attached hereto, as such prices may be adjusted from

time to time pursuant to Section 2.7 hereof. Each such Order shall be in writing

in a form reasonably acceptable to OccuLogix and shall specify the quantity of

each of the Products ordered, the place of delivery and the requested delivery

date therefor, which shall not be less than 60 days after the date of such

Order. Until such time as the FDA Approval is granted, OccuLogix will have no

obligation to deliver any Products to the Purchaser at any location in the

United States. In the event of a conflict between the terms and conditions of

any Order and this Agreement, the terms and conditions of this Agreement shall

prevail, and any additional or different terms shall be of no force or effect.

2.2 RIGHT TO REJECT ORDERS. OccuLogix shall have the right to reject any

order placed by the Purchaser if the Purchaser is in breach of any of its

material obligations under this Agreement. The Purchaser's Order shall be deemed

accepted when it is acknowledged and accepted by OccuLogix in writing. Any Order

that OccuLogix fails to accept or reject within five business days of receipt of

such Order from Purchaser shall be deemed accepted. Subject to Section 2.3,

below, the Purchaser may not cancel any order after it is accepted by OccuLogix

without the written consent of OccuLogix. 2.3 DELIVERY SCHEDULE. OccuLogix shall

make commercially reasonable efforts to deliver the Products in accordance with

the delivery schedules set forth in the accepted Orders. However, if anything

beyond the control of OccuLogix prevents OccuLogix from completely filling

Orders accepted by OccuLogix in accordance with this Section 2.3, OccuLogix

shall immediately notify Purchaser of any such delay in writing and the expected

delivery date(s) for the unshipped portion of the Order. The Purchaser shall

have the right to cancel the unshipped portion of any Order for which OccuLogix

indicates an expected delivery date of more than 45 days after the original

delivery date requested by the Purchaser, provided that the Purchaser notifies

OccuLogix, within five business days of receipt of notice of delayed delivery,

of the Purchaser's intention to exercise of its right of cancellation under this

Section 2.3.

2.4 DELIVERY. All Products supplied under this Agreement shall be shipped

f.o.b. the place of manufacture to such location as designated by the Purchaser.

Title and risk of loss and damage to the Products purchased by the Purchaser

hereunder shall pass to the Purchaser upon receipt by delivery to the applicable

carrier.

2.5 PACKAGING. All Products supplied under this Agreement shall be

packaged in such manner as OccuLogix reasonably determines, in all cases

consistent with industry practice for the shipment of similar goods.

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<PAGE>

2.6 INABILITY TO SUPPLY. OccuLogix shall not be liable for failure to

supply Products or for the late delivery of Products if (i) OccuLogix orders the

Products (or components thereof) from its supplier(s) and such supplier(s) fail

to deliver such Products or components thereof) or (ii) OccuLogix's supplier

terminates its agreements with OccuLogix for the supply of the Products (or

components thereof). In the event of the occurrence of (i) above, OccuLogix will

(i) use commercially reasonable efforts to notify the Purchaser as promptly as

practicable of the circumstances, (ii) discuss with the Purchaser ways in which

to remedy the circumstances and (iii) use commercially reasonably efforts to

supply the ordered Products as promptly as practicable thereafter.

2.7 MOST FAVOURED NATION. OccuLogix will not sell the Products to the

Purchaser at a price that is less favourable than OccuLogix's lowest list price

in effect at the time of submission of the Order. In the event that OccuLogix

sells Products to another customer at a price per unit (including any rebates,

incentives, offsets or other discounts) that is less than the price per unit

payable by the Purchaser pursuant to this Agreement, OccuLogix shall provide the

Purchaser with a credit for any excess amount charged to the Purchaser with

respect to any Products which were shipped to the Purchaser after the date on

which such lower price was offered to such other customer. In addition,

OccuLogix will use its best efforts to expedite processing of all accepted

orders from the Purchaser and shall make all commercially reasonable efforts to

prioritize the processing, shipment and delivery of the Purchaser's Orders. For

greater certainty, commercially reasonable efforts will not require OccuLogix to

fill any Orders submitted by the Purchaser before filling any orders of

OccuLogix's other customers which were submitted prior to the submission of the

Purchaser's Orders, but will require OccuLogix to fill any Orders submitted by

Purchaser before filling any orders of OccuLogix's other customers which were

submitted after the submission of the Purchaser's Orders.

2.8 PATIENT INFORMATION. The Purchaser will provide OccuLogix with copies

of such Patient Information as OccuLogix may reasonably request from time to

time. The parties agree that the Patient Information shall be collected and held

in accordance with applicable privacy legislation.

2.9 APPROVALS. OccuLogix agrees to seek Section 510 Approval for the Pump

for non-Rheopheresis therapies, at its own cost and expense.

2.10 NOTICE OF ADVERSE EFFECTS. OccuLogix shall provide notice to the

Purchaser promptly upon OccuLogix learning of any Adverse Patient Event that is

experienced by patients during use of any of the Products.

ARTICLE 3

MARKETING AND OTHER RELATIONSHIPS

3.1 JOINT MARKETING CAMPAIGN. OccuLogix and Purchaser shall cooperate in

connection with, and, as described below, devote such resources as are necessary

for, the preparation and implementation of a joint marketing campaign to promote

both the RHEO System and the Purchaser's mobile apheresis business, in all cases

subject to applicable law, including any necessary approvals from the FDA and

any labeling restrictions or follow-on requirements imposed thereby ("JOINT

MARKETING CAMPAIGN").

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<PAGE>

The Joint Marketing Campaign shall include the following:

(a) Preparation of written materials and other media used in the joint

marketing to, and/or education of, healthcare institutions,

healthcare facilities, healthcare providers (collectively,

"HEALTHCARE MARKET"), healthcare recipients and others;

(b) The contribution of suitable resources, including personnel as

determined by the parties' representatives, as set forth below;

educational materials;

(d) Co-sponsorship of seminars, meetings, presentations and other

promotional and educational events;

(e) Co-promotion to the Healthcare Market, including healthcare

providers' facilities and practices, and at healthcare facilities

and institutions, as may be agreed upon by OccuLogix and the

Purchaser;

(f) Suitably positioned links on each party's websites to the other

party's websites, in each case with a brief description of the

relationship established by this Agreement, with such language to be

approved in advance by both parties;

(g) Coordination of any and all necessary joint activities with respect

to third party payors, insurance, billers and/or intermediaries; and

(h) All other activities and materials as agreed upon by the parties in

writing.

In order to develop and implement the Joint Marketing Campaign,

representativesof OccuLogix and the Purchaser shall meet within sixty (60) days

of the Effective Date to determine the resources necessary to proceed with the

development and implementation of the Joint Marketing Campaign, and to discuss

allocating such resources as they believe desirable to ensure a successful Joint

Marketing Campaign. Representatives of OccuLogix and the Purchaser shall

thereafter meet regularly to analyze the effectiveness of the Joint Marketing

Campaign and revise such Joint Marketing Campaign based on the then prevalent

market conditions and, among other things, changes in the Purchaser's service

offering and markets served. Notwithstanding any other provision of this

Agreement, neither party shall use any promotional material or advertising

relating in any manner to the other party, or the other party's business,

without such other party's written consent other than such materi

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