EMPLOYMENT AGREEMENT

            THIS AGREEMENT is made as of this   day of     , 2004,

BETWEEN:

                  VASCULAR SCIENCES CORPORATION, a corporation incorporated
                  under the laws of the State of Delaware

                  (the "Corporation")

                  -and-

                  JULIE FOTHERINGHAM, of the City of XXXX, in the Province of
                  Ontario

                  (the "Employee")

RECITAL:

A.    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;

            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.          DEFINITIONS

      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;

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            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" and "SALARY" have the respective meanings
            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 owing, 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 or OccuLogix, L.P.;

                  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;

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                                      -3-

                  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 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 Chief Executive Officer, President and Chief
                  Operating Officer, Chief Financial Officer or Corporate
                  General Counsel 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
            fulfil 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:

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                  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 of more than ten percent by the
                  Corporation 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, or 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.

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                                      -5-

            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 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, as the case may be, (i) the
            notice period provided for in section 8; or (ii) one year if the
            employment of the Employee is terminated pursuant to section 10.1 or
            10.2;

            1.1.15.     "RETIREMENT" means Retirement in accordance with the
            Corporation's retirement policy;

            1.1.16.     "SUBSIDIARIES" has the meaning attributed to such term
            by the Business Corporations Act (Ontario) as the same may be
            amended from time to time and any successor legislation thereto;

            1.1.17.     "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 September 7, 2004 and to end on December 31, 2004.

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2.          EMPLOYMENT OF THE EMPLOYEE

            The Corporation shall employ the Employee, and the Employee shall
serve the Corporation, in the position of Vice-President, Marketing 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.

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 her working time and attention to her employment
hereunder and shall use her best efforts to promote the interests of the
Corporation.

4.          EMPLOYMENT PERIOD

            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 the date hereof 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.          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 $120,000 (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

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                                      -7-

      be required to pay in respect of each such year 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 such bonus remuneration,
      as 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 such stock options, as
      outlined in Schedule 5.3.

      5.4.  BENEFITS. The Corporation shall provide to the Employee, in addition
      to Salary, if any, the benefits (the "Benefits") described in the
      Corporation's employee benefit booklet, such Benefits to 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 her entitlement to Salary, and the Corporation
      shall be required to pay in respect thereof, only that proportion of the
      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.

6.          EXPENSES

            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 of

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                                      -8-

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 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 Company'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 he was entitled and which had not already been taken by him
except to the extent, if any, of the payments in respect of vacation pay
required by the ESA.

8.          TERMINATION

      8.1.  NOTICE. The Employee's employment may, subject to section 10 and
      section 11 hereof, be terminated at any time:

            8.1.1.      by the Corporation without prior notice and without
            further obligations to the Employee (i) such termination takes place
            within the first three months of the date hereof; or (ii) for
            reasons of Just Cause;

            8.1.2.      by the Corporation for any reason other than Just Cause,
            on twelve months' prior written notice to the Employee provided that
            if the Employee is entitled under the ESA to a longer period of
            notice than that prescribed above, the notice to be given by the
            Corporation under this section 8.1.2 shall be that minimum period of
            notice which is required under the ESA and no more; or

            8.1.3.      by the Employee on one month's notice to the
            Corporation.

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                                      -9-

     The Employee's employment shall be automatically terminated, without
     further obligation to the Employee, in the event of her death.

     8.2.  EFFECTIVE DATE. The effective date on which the Employee's employment
     shall be terminated shall be:

            8.2.1.      in the case of termination under section 8.1.1, the day
            the Employee is deemed, under section 18, to have received notice
            from the Corporation of such termination;

            8.2.2.      in the case of termination under section 8.1.2 or
            section 8.1.3, the last day of the minimum period referred to
            therein; and

            8.2.3.      in the event of the death of the Employee, on the date
            of her death.

            Notwithstanding the foregoing, where the Corporation is giving or
has given the notice pursuant to section 8.1.2 above, the Corporation shall have
the right, at any time prior to the end of the Employment Period and by giving
notice to the Employee to that effect (a "Stop Work Notice"), to require that
the Employee cease to perform her duties and responsibilities and cease
attending the Corporation's premises immediately upon the giving of the Stop
Work Notice. If a Stop Work Notice is given, the Corporation shall continue to
pay the Employee to the end of the Employment Period. For that purpose, in
calculating the Employee's entitlement to Salary, the Employee shall be
considered to have been actively employed by the Corporation to the end of the
Employment Period. For the purpose of the Employee's entitlement to Benefits,
the Employee shall receive an amount equal to 2.5 percent of her Basic Salary
for the purpose of obtaining equivalent coverage during the notice period.

9.          RIGHTS OF EMPLOYEE ON TERMINATION AND LUMP SUM PAYMENT

            Where the Employee's employment under this Agreement has been
terminated by the Corporation under section 8.1.2, the Employee shall be
entitled, upon providing to the Corporation appropriate releases, resignations,
and other similar documentation, to receive from the Corporation, in addition to
accrued but unpaid Salary, if any and any entitlement in respect of

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                                      -10-

 vacation as contemplated by section 7, a lump sum payment equal to twelve (12)
 months of her Basic Salary and 2.5 percent of her Salary in respect of her
 entitlement to Benefits, less any amounts payable to the Employee in lieu of
 notice where a Stop Work Notice has been given pursuant to section 8 and less
 any amounts owing by the Employee to the Corporation for any reason. For the
 purposes of the Employee's entitlement to Benefits, the Employee shall receive
 an amount equal to 2.5 percent of her Basic Salary for the purpose of obtaining
 equivalent coverage during the notice period.

            Except as provided above in this section and subject to section 10
and section 11 where the Employee's employment has been terminated by the
Employee or by the Corporation for any reason, the Employee shall not be
entitled, except to the extent required under any mandatory employment standard
under the ESA, to receive any payment as severance pay, in lieu of notice, or as
damages. Except as to any entitlement as provided above and subject to section
10, the Employee hereby waives any claims that the Employee may have against the
Corporation for or in respect of severance pay, or on account of loss of office
or employment or notice in lieu thereof or damages in lieu thereof (other than
rights to accrued but unpaid Salary and vacation pay and to reimbursement for
expenses pursuant to section 6). The payments to the Employee where the
Corporation has given notice pursuant to section 8.1.2 above, whether or not a
Stop Work Notice is given, shall be deemed to include and to satisfy entitlement
to severance pay pursuant to the ESA to the extent of such payments.

10.         CHANGE OF CONTROL

      10.1. TERMINATION OF EMPLOYMENT BY THE CORPORATION FOR JUST CAUSE.
      Following a Change of Control, the Corporation may terminate the
      Employee's employment at any time without notice or further obligations to
      the Employee under this Agreement for reasons of Just Cause. For greater
      certainty, following a Change of Control, the Employee shall not be deemed
      to have been terminated for Just Cause unless and until there has been
      delivered to the Employee a copy of a resolution duly adopted by the
      affirmative vote of not less than three-quarters of the entire membership
      of the board of directors of the Corporation (excluding the Employee if
      the Employee is at the time a director of the Corporation) at a

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                                      -11-

meeting of the board called and held for the purpose (after reasonable notice to
the Employee), finding that in the good faith opinion of the Board, the
Employee's conduct constituted Just Cause and specifying the particulars
thereof. The date on which such resolution is given to the Employee shall be the
effective date of any termination pursuant to this section 10.1.

10.2. TERMINATION OF EMPLOYMENT WITHOUT JUST CAUSE OR FOR GOOD REASON. If at any
time within 24 months following a Change of Control, the Employee's employment
is terminated, (i) by the Corporation other than for Just Cause; or (ii) by the
Employee in response to a Good Reason, the following provisions shall apply:

            10.2.1.     the Employee shall be entitled to receive, and the
            Corporation shall pay to the Employee immediately following
            termination, a cash amount equal to twelve (12) months the
            Employee's Basic Salary less any required statutory deductions;

            10.2.2.     the Employee shall be entitled to receive, and the
            Corporation shall pay to the Employee, immediately following
            termination, a cash amount equal to 2.5 percent of her annual Salary
            in lieu of continued benefit coverage; and

            10.2.3.     if at the date of termination of the Employee's
            employment, the Employee holds options for the purchase of shares
            under a share option plan, all options so held shall,
            notwithstanding the terms of the Corporation's share option plan,
            (i) immediately vest to the extent they have not already vested at
            such date; and (ii) (A) continue to be held on the same terms and
            conditions as if the Employee continued to be employed by the
            Corporation or (B) if the Employee so elects in writing within 90
            days after the date of termination, be purchased by the Corporation
            at a cash purchase price equal to the amount by which the aggregate
            "fair market value" of the shares subject to such options exceeds
            the aggregate option price for such shares, provided that for this
            purpose, "fair market value" means the higher of (i) the weighted
            average of the closing prices for the shares of the same class of
            the Corporation on the principal securities exchange (in terms of

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                                      -12-

            volume of trading) on which such shares are listed at the time of
            termination for each of the last 10 days prior to such time on which
            such shares traded on such securities exchange, and (ii) if the
            Change of Control involved the purchase and sale of such shares, the
            average value of the cash consideration paid to the shareholders of
            the Corporation in connection with the transactions resulting in the
            Change of Control.

For purposes of this Agreement, the Employee's employment shall be deemed to
have been terminated following a Change of Control by the Corporation without
Just Cause or by the Executive with Good Reason, if (i) the Employee's
employment is terminated by the Corporation without Just Cause prior to a Change
of Control and such termination was at the request or direction of a Person who
has entered into an agreement with the Corporation or any shareholder of the
Corporation the consummation of which would constitute a Change of Control; (ii)
the Employee terminates her employment with Good Reason prior to a Change of
Control and the circumstance or event which constitutes Good Reason occurs at
the request or direction of a Person who has entered into an agreement with the
Corporation or any shareholder of the Corporation the consummation of which
would constitute a Change of Control; or (iii) the Employee's employment is
terminated by the Corporation without Just Cause prior to a Change of Control
and the Employee reasonably demonstrates that such termination is otherwise in
connection with or in anticipation of a Change of Control which actually occurs.

For greater certainty, this section 10.2 does not apply in the event of the
termination of the employment of the Employee as a result of death, Disability
or Retirement or by the Corporation for Just Cause or, by the Employee without
Good Reason. If the Employee or the Corporation intends to terminate the
Employee's employment as contemplated in this section 10, the party having such
intention shall in accordance with the provisions of section 17 hereof give the
other notice thereof.

11.         NO OBLIGATION TO MITIGATE

            The Employee shall not be required to mitigate the amount of any
payment or Benefits provided for in this Agreement by seeking other employment
or otherwise, nor (except

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                                      -13-

as specifically provided herein), shall the amount of any payment provided for
in this Agreement be reduced by any compensation earned by the Employee as a
result of employment by another employer after termination or otherwise.

12.         NON-COMPETITION

            The Employee shall not, either during the Employment Period or the
Restricted Period, within Canada or the United States of America, directly or
indirectly, in any manner whatsoever including, without limitation, either
individually, or in partnership, jointly or in conjunction with any other
Person, or as employee, principal, agent, director or shareholder:

            (i)   be engaged in any undertaking;

            (ii)  have any financial or other interest (including an interest by
                  way of royalty or other compensation arrangements) in or in
                  respect of the business of any Person which carries on a
                  business; or

            (iii) advise, lend money to, guarantee the debts or obligations of
                  or permit the use of the Employee's name or any parts thereof
                  by any Person which carries on a business;

which is the same as or substantially similar to or which competes with or would
compete with the business carried on during the Employment Period or at the end
thereof, as the case may be, by the Corporation or any of its Subsidiaries.

            Notwithstanding the foregoing, nothing herein shall prevent the
Employee from owning not more than 5% of the issued shares of a corporation, the
shares of which are listed on a recognized stock exchange or traded in the over
the counter market in Canada or the United States, which carries on a business
which is the same as or substantially similar to or which competes with or would
compete with the business of the Corporation or any of its Subsidiaries.

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13.         NO SOLICITATION OF PATIENTS

            The Employee shall not, either during the Employment Period or the
Restricted Period, directly or indirectly, solicit or attempt to solicit any
patients of the Corporation or any of its Subsidiaries for the purpose of
selling to the patient any products or services which are the same as or
substantially similar to, or in any way competitive with, the products or
services sold by the Corporation or any of its Subsidiaries during the
Employment Period or at the end thereof, as the case may be.

14.         NO SOLICITATION OF EMPLOYEES

            The Employee shall not, either during the Employment Period or the
Restricted Period, directly or indirectly, employ or retain as an independent
contractor any employee of the Corporation or any of its Subsidiaries or induce
or solicit, or attempt to induce, any such person to leave his/her employment.

15.         CONFIDENTIALITY

            The Employee shall not, either during the Employment Period or at
any time thereafter, directly or indirectly, use or disclose to any Person any
Confidential Information provided, however, that nothing in this section shall
preclude the Employee from disclosing or using Confidential Information if:

      15.1. the Confidential Information is available to the public or in the
      public domain at the time of such disclosure or use, without breach of
      this Agreement; or

      15.2. disclosure of the Confidential Information is required to be made by
      any law, regulation, governmental body, or authority or by court order.

The Employee acknowledges and agrees that the obligations under this section are
to remain in effect in perpetuity and shall exist and continue in full force and
effect notwithstanding any breach or repudiation, or alleged breach or
repudiation, by the Corporation of this Agreement.

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16.         REMEDIES

            The Employee acknowledges that a breach or threatened breach by the
Employee of the provisions of any of sections 12 to 15 inclusive will result in
the Corporation and its shareholders suffering irreparable harm which is not
capable of being calculated and which cannot be fully or adequately compensated
by the recovery of damages alone. Accordingly, the Employee agrees that the
Corporation shall be entitled to interim and permanent injunctive relief,
specific performance and other equitable remedies, in addition to any other
relief to which the Corporation may become entitled.

17.         NOTICES

            Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by prepaid first-class mail, by
facsimile or other means of electronic communication or by hand-delivery as
hereinafter provided, except that any notice of termination by the Corporation
under section 8 or section 10 shall be hand-delivered or given by registered
mail. Any such notice or other communication, if mailed by prepaid first-class
mail at any time other than during a general discontinuance of postal service
due to strike, lockout or otherwise, shall be deemed to have been received on
the fourth Business Day after the post-marked date thereof, or if mailed by
registered mail, shall be deemed to have been received on the day such mail is
delivered by the post office, or if sent by facsimile or other means of
electronic communication, shall be deemed to have been received on the Business
Day following the sending, or if delivered by hand shall be deemed to have been
received at the time it is delivered to the applicable address noted below
either to the individual designated below or to an individual at such address
having apparent authority to accept deliveries on behalf of the addressee.
Notice of change of address shall also be governed by this section. In the event
of a general discontinuance of postal service due to strike, lock-out or
otherwise, notices or other communications shall be delivered by hand or sent by
facsimile or other means of electronic communication and shall be deemed to have
been received in accordance with this section. Notices and other communications
shall be addressed as follows:

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                                      -16-

      a)    if to the Employee:

      Julie Fotheringham
      XXX

      b)    if to the Corporation:

      Vascular Sciences Corporation
      5280 Solar Drive
      Suite 100
      Mississauga, Ontario
      L4W 5M8

      Attention:              President and Chief Operating Officer
      Telecopier number:      (905) 625-8081

18.         HEADINGS

            The inclusion of headings in this Agreement is for convenience of
reference only and shall not affect the construction or interpretation hereof.

19.         INVALIDITY OF PROVISIONS

            Each of the provisions contained in this Agreement is distinct and
severable and a declaration of invalidity or unenforceability of any such
provision by a court of competent jurisdiction shall not affect the validity or
enforceability of any other provision hereof.

20.         ENTIRE AGREEMENT

            This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter of this Agreement. This Agreement supersedes
and replaces all prior agreements, if any, written or oral, with respect to the
Employee's employment by the Corporation and any rights which the Employee may
have by reason of any such prior agreement or by reason of the Employee's prior
employment, if any, by the Corporation. There are no warranties, representations
or agreements between the parties in connection with the subject matter of this
Agreement except as specifically set forth or referred to in this Agreement. No
reliance is placed on any representation, opinion, advice or assertion of fact
made by the Corporation or its directors, officers and agents to the Employee,
except to the extent that the

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                                      -17-

same has been reduced to writing and included as a term of this Agreement.
Accordingly, there shall be no liability, either in tort or in contract,
assessed in relation to any such representation, opinion, advice or assertion of
fact, except to the extent aforesaid.

21.         WAIVER, AMENDMENT

            Except as expressly provided in this Agreement, no amendment or
waiver of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any provision of this Agreement shall
constitute a waiver of any other provision nor shall any waiver of any provision
of this Agreement constitute a continuing waiver unless otherwise expressly
provided.

22.         CURRENCY

            All amounts in this Agreement are stated and shall be paid in
Canadian currency.

23.         EMPLOYERS AND EMPLOYEES ACT NOT TO APPLY

            The Corporation and the Employee agree that section 2 of the
Employers and Employees Act (Ontario) shall not apply to or in respect of this
Agreement or the employment of the Employee hereunder.

24.         GOVERNING LAW

            This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein.

25.         COUNTERPARTS

            This Agreement may be signed in counterparts and each of such
counterparts shall constitute an original document and such counterparts, taken
together, shall constitute one and the same instrument.

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26.         ACKNOWLEDGMENT

            The Employee acknowledges that:

      26.1. the Employee has had sufficient time to review and consider this
      Agreement thoroughly;

      26.2. the Employee has read and understands the terms of this Agreement
      and the Employee's obligations hereunder; and

      26.3. the Employee has been given an opportunity to obtain independent
      legal advice, or such other advice as the Employee may desire, concerning
      the interpretation and effect of this Agreement; and

      26.4. this Agreement is entered into voluntarily and without any pressure
      and the Employee's continued employment has not been made conditional upon
      execution of this Agreement by the Employee.

            IN WITNESS WHEREOF the parties have executed this Agreement.

                                        Vascular Sciences Corporation

                                        by: /s/ Elias Vamvakas
                                            ---------------------------
                                            Elias Vamvakas

Witness
                              )
                              )
                              )
                              )
                              )
                              )
/s/ THOMAS P. REEVES          )         /s/ Julie Fotheringham
---------------------------   )         ------------------------------
                              )         Julie Fotheringham

<PAGE>

                                  SCHEDULE 5.2

                               BONUS REMUNERATION

In respect of each Year of Employment during the Employment Period, the Employee
shall be entitled to receive a maximum of 25 percent of her salary as bonus
remuneration based upon performance criteria agreed upon by the President and
Chief Operating Officer and Chief Executive Officer and approved by the
Compensation Committee of the Board of Directors. In respect of the First Year
of Employment, the Bonus payable, if any, shall be pro-rated to the proportion
of the number of days in the First Year of Employment is to 365.

<PAGE>

                                  SCHEDULE 5.3

                                  STOCK OPTIONS

Pending approval from the Board of Directors and contingent upon the successful
completion of an Initial Public Offering, the Employee, in respect of the First
Year of Employment, shall be entitled to receive 80,000 stock options at an
exercise price equal to the price of the shares issued on the Initial Public
Offering. Such stock options, if any, will vest at the rate of 33 1/3 percent
each year following the grant date and will expire ten years following the grant
date.

Source: OneCLE Business Contracts.