MEMORANDUM

                                                                   EXHIBITS 10.2

                                   MEMORANDUM

This Memorandum is made on 31st of December 2001 (hereinafter called "ASSIGNED
DAY"), by and among ASAHI MEDICAL CO., LTD., a corporation organized and
existing under the laws of Japan, with its principal place at 0-0, Xxxxx
Xxxxxxxxxxxx, Xxxxxxx-xx, Xxxxx, Xxxxx (hereinafter called "ASAHI"), OCCULOGIX
CORPORATION, a corporation organized and existing under the laws of the State of
Florida, the United States of America, with its principal place at 000 Xxxxxxx
Xxxxxx, Xxxx Xxxxxx, Xxxxxxx 00000, the United States of America (hereinafter
called "OCCULOGIX"), and APHERESIS TECHNOLOGIES, INC., a corporation organized
and existing under the laws of the State of Florida, the United States of
America, with its principal place at 000 Xxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxxx
00000, the United States of America (hereinafter called "ATI").

                                   BACKGROUND

OCCULOGIX and ATI, as a wholly owned subsidiary of OCCULOGIX, have jointly and
severally engaged in sales, marketing, and exploring regulatory approvals of
certain plasma therapy products manufactured by ASAHI in the Territory
(hereinafter defined) under the terms and conditions of the following six (6)
agreements (hereinafter collectively called "AGREEMENTS"):

1.    1997 DISTRIBUTORSHIP AGREEMENT made on February 1, 1997 (hereinafter
      called "AGREEMENT-I")

2.    Plasmaflo AGREEMENT made on June 1, 1997 (hereinafter called
      "AGREEMENT-II")

3.    MEMORANDUM made on April 1, 1998

4.    AMENDMENT to 1997 DISTRIBUTORSHIP AGREEMENT and Plasmaflo AGREEMENT made
      on January 1, 1999


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5.    2000 AGREEMENT made on September 1, 2000

6.    SECOND AMENDMENT to 1997 DISTRIBUTORSHIP AGREEMENT and Plasmaflo AGREEMENT
      made on November 1, 2000

OCCULOGIX splits off ATI as of ASSIGNED DAY and each company will be engaged in
the following business respectively:

A)    OCCULOGIX:

      i)    Exploring to obtain, at its own expenses, the FDA approval of
            Product I (defined in AGREEMENT-I) for Treatment Disease (defined in
            AGREEMENT-I)

      ii)   Distributing aforesaid Product I in the Territory

B)    ATI:

      i)    Sales and marketing of Product II (defined in AGREEMENT-I) in the
            Territory

      ii)   Exploring to obtain, at its own expenses, the FDA approval of
            Product (defined in AGREEMENT-II) for TPE (defined in AGREEMENT-II)

      iii)  Distributing the aforesaid Product II and Product in the Territory

ASAHI accepted such split and is desirous that each of them will engage in each
business relating to ASAHI's products.

NOW, THEREFORE, it is agreed among the three parties as follows:

1.    The AGREEMENTS shall terminate as of ASSIGNED DAY.

2.    ASAHI and OCCULOGIX shall newly enter into a distributorship agreement for
      the distribution of Product-I (defined in AGREEMENT-I) for Treatment
      Disease (defined in AGREEMENT-I) as of ASSIGNED DAY.



                                      -3-

3.    ASAHI and ATI shall newly enter into a distributorship agreement for the
      distribution of Product-II (defined in AGREEMENT-I) and of Product
      (defined in AGREEMENT-II) for TPE (defined in AGREEMENT-II) as of ASSIGNED
      DAY.

IN WITNESS WHEREOF, the three parties hereto have caused this Memorandum to be
executed by their respective duly authorized representatives as of ASSIGNED DAY.

Signed and agreed by

_____________________________                       ____________________________
Xxxxxxx Xxxxx                                       Xxxx X. Xxxxxxx
President                                           President
ASAHI MEDICAL CO., LTD.                             APHERESIS TECHNOLOGIES, INC.


____________________________
OCCULOGIX CORPORATION