EXHIBIT 10.12





                  LENSCRAFTERS LITIGATION MANAGEMENT CONSULTING
                                    AGREEMENT

           This Agreement reflects agreements the parties have made, and is made
effective  as  of  January  1,  2000,  by  and  between  Medical   Technology  &
Innovations, Inc., a Florida corporation with its principal place of business in
Riviera Beach,  FL ("MTEN"),  and  International  Investment  Partners,  Ltd., a
Delaware  corporation  with its  principal  place of business in  Lancaster,  PA
("Consultant").

           Consultant  has a background in litigation  management and is willing
to provide  services to MTEN based on this  background.  MTEN  desires to obtain
those services from Consultant.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES.  Effective January 1, 2000,  Consultant has provided
and will continue to provide litigation management services to MTEN with respect
to the case known as Medical  Technology &  Innovations,  Inc. v.  LensCrafters,
Inc., et al., filed on February 14, 2000.

2.  PERFORMANCE OF SERVICES.  Consultant shall determine the manner in which the
services are to be performed and the specific  hours to be worked by Consultant.
MTEN  will  rely  on  Consultant  to work as many  hours  as may  reasonably  be
necessary to fulfill Consultant's obligations under this Agreement.

3.  PAYMENT.  Pursuant  to a separate  agreement  between  the  parties  hereto,
Consultant is advancing the attorneys'  fees and litigation  costs in this case,
and its consulting fees and expenses related to the services,  which advances do
not bear interest,  are not secured, and are not reimbursable unless judgment or
award or settlement occurs in favor of MTEN. As a result, the parties agree that
the  consulting  fees  shall be 10% of the  gross  judgment(s)  or  award(s)  or
settlement(s) payable to MTEN in this litigation, which shall be paid by MTEN in
full at the time of its receipt of payment(s) from  defendant(s).  If payment is
made to MTEN other than in one lump sum,  payment shall be made to Consultant of
its percentage of all payments to MTEN.

4.  EXPENSE,  FEES  AND  COST  REIMBURSEMENT.  In  addition  to  payment  of the
consulting  fees,  if judgment or award or  settlement  occurs in favor of MTEN,
MTEN shall reimburse the attorneys' fees and litigation  costs, and the expenses
related to the  services,  at the time of receipt of payment  from  defendant(s)
and, if other than in one lump sum, at the time of the first payment.

5. SUPPORT  SERVICES.  MTEN will provide the following  support services for the
benefit of Consultant: Access to counsel, witnesses, office, staff and pertinent
business and legal records

6. NO RELATIONSHIP TO FINANCIAL AND BUSINESS MANAGEMENT CONSULTING AGREEMENT.
Consultant's  services under this Agreement are separate from and do not overlap
with the services  that  Consultant  provides  under the separate  Financial and
Business Management consulting Agreement.

7.  TERM/TERMINATION.  Services  are  to  be  provided  until  the  end  of  the
litigation,  which is when final disposition of the case occurs by settlement or
award or judgment from which no further appeal may be taken.

8.  RELATIONSHIP OF PARTIES.  It is understood by the parties that Consultant is
an independent  contractor with respect to MTEN, and is not an employee of MTEN,
and MTEN will not provide fringe benefits,  including health insurance benefits,
paid vacation, or any other employee benefit, for the benefit of Consultant.

9. DISCLOSURE.  MTEN and Consultant recognize that they are related parties, and
that  conflicts  can arise from such status.  Consultant  agrees to disclose any
conflict that would impair its ability to provide the services.




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10.  EMPLOYEES.  The  provisions  of  this  Agreement  shall  bind  consultant's
employees who perform  services under this Agreement.  If requested,  Consultant
shall provide evidence that such persons are Consultant's employees.

11.  INJURIES.  Consultant  acknowledges  its  obligation  to provide  insurance
coverage for itself and its employees,  and that MTEN does not provide  workers'
compensation coverage for Consultant or its employees.

12. LIABILITY. Consultant, its employees and agents, shall not be liable to MTEN
or to any person or entity who  claims  any right due to any  relationship  with
MTEN,  for any acts or  omissions  in the  provision  of services on the part of
Consultant  or its  employees  or  agents,  unless  such acts or  omissions  are
determined  by the  fact-finder  in the  arbitration  set forth in  Paragraph 20
hereof to have resulted from gross negligence or willful misconduct. MTEN agrees
to indemnify  and hold  harmless  Consultant,  its employees and agents from all
claims,  losses,  expenses,  fees including  attorney fees, costs, and judgments
that may be asserted that arise from any other acts or omissions.  Damages shall
be limited to actual economic loss and shall not exceed the amount of consulting
fees actually paid pursuant to this Agreement.

13.  ASSIGNMENT.  Consultant's  obligations  under  this  Agreement  may  not be
assigned to any other  person,  firm, or  corporation  without the prior written
consent of MTEN.

14.  CONFIDENTIALITY.  Consultant agrees that any information it receives during
the provision of services under this Agreement,  concerning the legal,  business
and financial affairs of MTEN, that is not otherwise public,  will be treated by
Consultant in full confidence and will not be revealed to any other person. Upon
request,  Consultant  will return all documents in its  possession  that contain
such information.

15.  NOTICES.  All notices under this Agreement shall be in writing and shall be
deemed  delivered  when  delivered in person or  deposited in the United  States
mail, postage prepaid, addressed as follows:

       Joseph DelVechio, Executive Vice President and Chief Operating Officer
       Medical Technology & Innovations, Inc.
       3725 Investment Lane
       Riviera Beach, FL 33404

       Brian Auchey, Vice President
       International Investment Partners, Ltd.
       80 Abbeyville Road
       Lancaster, PA 17603

Addresses may be changed by providing  written  notice to the other party in the
manner set forth above.

16.  ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire  agreement,  and
supersedes any prior  agreements,  of the parties as to LensCrafters  litigation
management consulting.

17.  AMENDMENT.  This  Agreement may be amended only if in writing and signed by
both parties.

18.  SEVERABILITY.  If any provision of this  Agreement is held to be invalid or
unenforceable,   the  remaining  provisions  shall  continue  to  be  valid  and
enforceable.  If a  provision  is found  invalid  or  unenforceable,  but can be
limited  so as to become  valid and  enforceable,  then it shall be deemed to be
rewritten as so limited.

19. NO WAIVER OF CONTRACTUAL  RIGHT.  The failure of either party to enforce any
provision of this Agreement  shall not be construed as a waiver or limitation of
that party's right  subsequently  to enforce that or any other provision of this
Agreement.

20.  APPLICABLE  LAW  AND  ARBITRATION.   Pennsylvania  law  shall  govern  this
Agreement. The parties to any controversy or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall first negotiate the matter in a
good faith attempt to reach settlement.  If settlement cannot be reached through
negotiation,  the matter shall be settled by binding  (final and  nonappealable)
arbitration in Lancaster,  PA, by the American Arbitration Association under its
Commercial  Arbitration Rules. Judgment upon an arbitration award may be entered
in any court having jurisdiction  thereof. The party submitting a controversy or
claim  to  arbitration  shall  advance  the  fees  of  the  arbitrator(s).   The
arbitrator(s)  shall  award fees and costs to the  prevailing  party,  and shall
charge them to the losing party. Submissions



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to arbitration  must occur within one year of the act or omission that gave rise
to the controversy, or the matter shall be barred.

IN WITNESS WHEREOF, the parties have executed this Agreement on April 7, 2000.

Medical Technology & Innovations, Inc.:

By:    /s/ Joseph DelVecchio
---------------------------------------
       Joseph DelVecchio
        Executive Vice President and Chief Operation Officer




International Investment Partners, Ltd.:

By:    /s/ Brian Auchey
----------------------------------------
       Brian Auchey
        Vice President