EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 1st day of September, 2006 between OccuLogix, Inc. , a corporation incorporated under the laws of the State of Delaware (the “Corporation”), and Doug P. Adams who resides at 98 Ruddock Road in the Town of Sudbury in the Commonwealth of Massachusetts (hereinafter referred as the ”Employee” or “Executive”).

WHEREAS, the Corporation and the Employee wish to enter into this Agreement to set forth the rights and obligations of each of them with respect to the Employee’s employment with the Corporation;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings 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 Rule 405 of the Securities Act of 1933, as amended, as such rule exists on the date hereof;

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 term 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 holiday on which the employees of the Corporation are not required to report for work;

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 merges with one or more corporations other than a Subsidiary of the Corporation;

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 and 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 by the Corporation for any reason other than Just Cause of the employment of all such senior executive personnel for any reason other than Just Cause within six months of the date that such arrangement is entered into; 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 and with reasonable accommodation, to fulfill his obligations under this Agreement either for any consecutive six-month period or any six-month period (whether or not consecutive) in any consecutive 12- month period;

1.1.9.   “Employment Period” has the meaning attributed to such term in section 4;

1.1.10   “Good Reason” means:

1.1.10.1.   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 in connection with the Employee's death, Disability or Retirement or a voluntary resignation by the Employee other than a resignation for Good Reason;

1.1.10.2.   a reduction by the Corporation of more than ten percent in the Employee’s Salary as in effect on the date hereof or as the same may be increased from time to time;

1.1.10.3.   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 that provide 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;

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

1.1.10.5.   a change in the location of the Employee’s principal place of employment to a location that is outside the greater Boston area and more than 50 miles away from the Employee’s current principal location of employment, being 8 Saint Mary’s Street in Boston, Massachusetts;

1.1.11.1.   the failure of the Employee to properly carry out his duties after notice by the Corporation of the failure to do so, setting forth the nature of such failure in reasonable detail, and after providing an opportunity for the Employee to correct the same within a reasonable time from the date of receipt of such notice; or

1.1.11.2.   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;

1.1.12.   “ 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;

1.1.13.   “Restricted Period” means the one-year period immediately following the cessation of the Employee’s employment;

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

1.1.15   “Subsidiary” has the meaning attributed to such term in Rule 405 of the Securities Act of 1993, as amended, as such rule is in effect on the date hereof;

1.1.16.   “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 the date hereof and to end on December 31, 2006.

2.   Employment of the Employee

The Corporation shall employ the Employee, and the Employee shall serve the Corporation, in the position of President and Founder of the SOLX Division on the conditions and for the remuneration hereinafter set out. In such position, the Employee shall perform and fulfill such duties and responsibilities, reasonably appropriate for such position, as the Corporation may designate from time to time. The Employee shall report to the President and Chief Operating Officer of the Corporation. On the date hereof, the Employee’s principal location of employment is 8 Saint Mary’s Street in Boston, Massachusetts and shall remain within a 50-mile radius thereof or within the greater Boston area.

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 President and Chief Operating Officer, and shall use his best efforts to promote the interests of the Corporation. Notwithstanding the foregoing, nothing herein shall be deemed to prevent the Employee from, subject to the prohibitions set forth in section 12, (i) investing his personal assets, (ii) serving on the board of directors or other governing board of any Person or (iii) engaging in religious, charitable, trade association or other community or non-profit activities.

4.   Employment Period

The Employee’s employment under this Agreement shall, subject to section 8 and section 10, be for a three-year 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 earlier of (i) the third anniversary of the date hereof and (ii) 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.   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 $275,000 (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 Executive 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 and absolute 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 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.   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 Basic Salary, and the Corporation shall be required to pay in respect thereof, only that portion 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 (i) 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 (ii) 365.

6.   Expenses

Subject to the terms of the Corporation’s expense policy, the Corporation shall pay, or reimburse the Employee for, all authorized and appropriate travel and out-of-pocket expenses reasonably incurred or paid by the Employee in the performance of his duties and responsibilities, upon presentation by the Employee 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 vac