EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of this 10th   day of February, 2006,

B E T W E E N:

OccuLogix, Inc. , a corporation incorporated under the laws of the State of Delaware

(the “Corporation”)

- and -

Nozhat Choudry, of the City of Oakville, in the Province of Ontario

(the “Employee”)

RECITAL:

WHEREAS 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;

AND WHEREAS the Employee understands and agrees that section 8.1.1 of this Agreement will have the effect of entitling the Corporation, during the three-month period commencing on the date hereof, to terminate her employment without prior notice and without any severance obligation owing to her;

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:

1.1.   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;

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” has the meaning 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;

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;

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 of the Corporation 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 Corporate General Counsel within three months of the date such arrangement is entered into 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 fulfill her 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:

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 her 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 of more than ten percent in the Employee’s Basic Salary as in effect on the date hereof or as the same may be increased from time to time;

1.1.11.3.   the taking of any action by the Corporation which would materially adversely affect the Employee’s participation in the Corporation’s employee benefits plans, or otherwise 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

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 her 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 involving 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 the one-year period immediately following the cessation of the Employee’s employment;

1.1.15.   “Retirement” means retirement in accordance with the Corporation’s retirement policy from time to time;

1.1.16.   “Subsidiaries” 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;

1.1.17.   “Stop Work Notice” has the meaning attributed to such term in Section 8.2;

1.1.18.   “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 February 10, 2006 and to end on   December 31, 2006.

The Corporation shall employ the Employee, and the Employee shall serve the Corporation, in the position of Vice-President, Clinical Research 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 President and Chief Operating Officer of the Corporation.

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 her working time and attention to her employment hereunder, except where expressly agreed by the President and Chief Operating Officer, and shall use her best efforts to promote the interests of the Corporation.

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 February 10, 2006 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”).

5.1.   Basic Remuneration . The Corporation shall pay the Employee a gross Basic Salary, minus applicable deductions and withholdings, in respect of each Year of Employment in the Employment Period, of $180,000 (the “Basic Salary”), payable in equal installments according to the Corporation’s regular payroll practices. The Basic Salary shall, 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 to, and the Corporation shall be required to pay, in respect of the First Year of Employment 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 bonus remuneration in accordance with the terms and conditions 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 to receive such stock options under the Corporation’s stock option plan in accordance with the terms and conditions outlined in Schedule 5.3.

5.4.   Benefits . The Corporation shall provide to the Employee, in addition to Basic Salary, the benefits (the “Benefits”) described in the Corporation’s employee benefit booklet from time to time, and such Benefits will 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.

5.5.   Prorata 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 her entitlement to Basic Salary, and the Corporation shall be required to pay in respect thereof, only that proportion of the Basic 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.

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 her duties and responsibilities upon presentation by the Employee of expense statements or receipts or such other supporting documentation as the Corporation may reasonably require.

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 President and Chief Operating 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 Corporation’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 she was entitled and which had not already been taken by her except to the extent, if any, of the payments in respect of vacation pay required by the ESA.

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 during the first three months of the date hereof;

8.1.2.   by the Corporation without prior notic