SECOND AMENDING AGREEMENT

Exhibit 10.6

Execution Copy

SECOND AMENDING AGREEMENT

THIS SECOND AMENDING AGREEMENT is made as of the 19 ^th day of June, 2008 by and between Nozhat Choudry (the “Employee” ), a resident of the Province of Ontario, 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, the Employer and the Employee entered into a termination agreement dated as of January 31, 2008 (the “Termination Agreement” ) pursuant to which the Employee’s employment with the Employer, as its Vice President, Clinical Research, was terminated;

AND WHEREAS, capitalized terms used in this Second Amending Agreement, but not otherwise defined, shall have the respective meanings attributed to such terms in the Termination Agreement;

AND WHEREAS, the Employer and the Employee have entered into an amending agreement dated as of March 3, 2008 (the “Amending Agreement” ) pursuant to which they agreed that the Employer may pay the Employee up to 50% of the Severance Balance by granting to the Employee stock options under the Stock Option Plan;

AND WHEREAS, on May 20, 2008, the Employer filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “Preliminary Proxy Statement” ) in which, under the heading “Proposal IX”, the Employer has described the methodology for calculating the number of stock options to be granted under the Stock Option Plan in partial satisfaction and discharge of its obligation to pay the Severance Balance;

AND WHEREAS, the Employer has advised the Employee that it will not be able to pay the Severance Balance on or prior to June 30, 2008, and they mutually have agreed to extend such deadline to September 1, 2008;

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

1.1           The first sentence of Section 3.2 of the Termination Agreement is hereby deleted in its entirety and replaced with the following sentence:

Without derogating from the generality of Section 1.4 of this Second Amending Agreement, and for greater certainty, the other sentences of Section 3.2 of the Termination Agreement remain in full force and effect, unamended.

1.2           Section 3.3 of the Termination Agreement, as such Section 3.3 has been amended by the Amending Agreement, is hereby deleted in its entirety and replaced with the following Section 3.3: