RELEASE AGREEMENT

RELEASE AGREEMENT

THIS AGREEMENT is made as of the 22nd day of November, 2005 by and between Zayed (Joe) Zawaideh (the “Employee”), a resident of the State of California, and OccuLogix, Inc. (the “Employer”), a corporation incorporated under the laws of the State of Delaware, and having its executive offices at 2600 Skymark Avenue, Building 9, Suite 201, Mississauga, Ontario, L4W 5B2.

WHEREAS Vascular Sciences Corporation (now the Employer) and the Employee entered into an employment agreement dated as of September 7, 2005 (the “Employment Agreement”);

AND WHEREAS the Employee’s employment with the Employer was terminated pursuant to Section 8.1.2 of the Employment Agreement, effective at the close of business on November 4, 2005 (the “Termination Date”);

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement (the receipt and sufficiency of which are hereby acknowledged by the parties hereto), the parties hereto agree as follows:

1.1   The Employee’s employment with the Employer was terminated pursuant to Section 8.1.2 of the Employment Agreement, effective at the close of business on the Termination Date.

2.1   The Employee hereby certifies that he has returned to the Employer all property of the Employer in the Employee’s possession, including, without limitation, all keys, business cards, computer hardware, including, without limitation, Blackberry units, printers, mice and other hardware accessories, and computer software, other than a certain portable telephone which the Employer has agreed that the Employee may keep. The Employee hereby further certifies that he has returned to the Employer, or destroyed, all tangible material embodying Confidential Information (defined below) in any form whatsoever, including, without limitation, all paper copy copies, summaries and excerpts of Confidential Information and all electronic media or records containing or derived from Confidential Information. “Confidential Information” means all information of, or relating to, the Employer that is not generally known to the public, whether of a technical, business, financial or other nature, including, without limitation, trade secrets, know-how and information relating to the technology, customers, business plans, sales plans, promotional or marketing activities, finances and other affairs of the Employer.

3.1   Pursuant to Section 9 of the Employment Agreement, upon the execution and delivery of this Agreement by the Employee, the Employer shall pay to the Employee, in a lump sum, the amount of U.S.$205,000, representing twelve months’ Salary (as such term is defined in the Employment Agreement) and 2.5% of Salary in respect of the Employee’s entitlement to Benefits (as such term is defined in the Employment Agreement).

3.2   It is understood that management of the Employer intends to recommend to the board of directors of the Employer (the “Board”) that the Employer pay to the Employee an amount representing the amount of bonus remuneration that the Employee would have received during 2005, had his employment with the Corporation not been terminated pursuant to Section 8.1.2 of the Employment Agreement, prorated to the Termination Date (the “Bonus Amount”). The Employee acknowledges and agrees that the decision to pay him the Bonus Amount, or not to pay him the Bonus Amount, resides within the sole and absolute discretion of the Board and that nothing in this Agreement shall be construed to obligate the Employer to pay the Employee the Bonus Amount.

4.1   In consideration of the payment provided for in Section 3.1, the Employee hereby agrees, on behalf of himself and his administrators, heirs, assigns and anyone claiming through him, to release completely and forever discharge the Employer and its affiliates and subsidiaries, and their respective officers, directors, shareholders, agents, servants, representatives, underwriters, successors, heirs and assigns, from any and all claims, demands, obligations and causes of action, of any nature whatsoever, whether known or unknown, which the Employee ever had, now has or might have in the future as a result of the Employee’s employment with the Employer or the termination thereof, including, without limitation, any claim relating to the Employment Agreement or the termination thereof p