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                                                                   EXHIBIT 10.12

                             [TLC VISION LETTERHEAD]



                                                                    June 4, 2002



Personal and Confidential



Without prejudice



Mr. Lloyd Fiorini
143 Boardwalk Drive
Toronto, ON
M4L 3X8

Dear Lloyd:

         This letter which supersedes our letter to you dated May 13, 2002, will
serve to confirm our agreement that your employment with TLC Vision Corporation
("TLC") will terminate effective December 2, 2002. Until that date, you will
continue in your current position under your current terms and conditions of
your employment to assist in an orderly transition period.

         1.       Subject to your performance of the obligations set out in this
                  letter, TLC hereby offers:

                  (a)      pursuant to the terms discussed with you in our
                           meetings, TLC agrees to pay you a lump sum payment
                           equivalent to thirteen (13) months' regular salary
                           (including base salary, car and retirement
                           allowances). In addition, TLC will provide you with
                           five (5) percent of this lump sum payment for the
                           purpose of obtaining equivalent benefit coverage
                           during the notice period; and


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                                      -2-


                  (b)      to make a payment to you in respect of your accrued,
                           but unused, vacation entitlement.

                  The payments set out above are subject to all applicable
                  deductions and withholdings and are in full satisfaction of
                  any and all entitlement you may have to notice of termination
                  or payment in lieu thereof, severance pay and any other
                  payments to which you may be entitled pursuant to the
                  Employment Standards Act (Ontario) (the "ESA") and all other
                  applicable law.

         2.       You may be eligible to have part of the amount payable
                  transferred to a Registered Retirement Savings Plan. We
                  suggest that you consult with your financial advisor. TLC will
                  comply with any lawful direction that you may give it.

         3.       Subject to the approval of our insurance carriers, you will
                  continue to be eligible to participate in TLC's health and
                  dental benefit plans until December 2, 2003. Your coverage
                  under TLC's other group benefit plans (life and long-term
                  disability plans) as well as entitlement to the Stock Option
                  Plan and Employee Share Purchase Plan, will cease effective
                  the date of your termination. As per our TLC's share option
                  plan, you will have 90 days after the termination date to
                  exercise any vested options. You may be eligible to convert
                  your group life insurance benefit to an individual life
                  insurance policy. If you wish to pursue this option you should
                  contact the insurer.

         4.       In addition, TLC is prepared to provide you with the services
                  of an executive career transition program for a period of six
                  months.

         5.       Upon your termination, you will be given ownership of your
                  laptop computer with Windows software.

         6.       TLC will retain your services as a consultant on an as needed
                  basis for a period of three (3) months following your
                  termination date. It is agreed that you will invoice TLC at a
                  fee of $200.00 U.S. per hour for your legal services.

         7.       You represent that you have complied with the terms and
                  provisions of a certain employment agreement by and between
                  you and TLC dated March 1, 2000 and that you shall continue to
                  comply and be bound by the Agreement.

         8.       Except for disclosure to your spouse, financial advisor or
                  solicitor, you agree to keep the terms of this Agreement
                  confidential.

         9.       You agree to execute the Release in the form attached to this
                  letter.

         10.      You acknowledge that you have had an opportunity to read and
                  consider this Agreement and to obtain such independent legal
                  or other advice concerning the interpretation and effect of
                  this Agreement as you considered advisable.


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                                      -3-


         This offer is made on a without prejudice basis except as to
confirmation of termination of your employment. Please note that if you or TLC
terminates your employment prior to December 2, 2002, TLC will forthwith pay you
your entitlements pursuant to the Agreement.

         In the meantime, I wish to take this opportunity to thank you for your
professional services to TLC and wish you much success in your future
endeavours.


                                             Yours truly,

                                             TLC Vision Corporation


                                             /s/ PAUL FREDERICK

                                             Paul Frederick

                                             Executive Vice-President

                                             Human Resources


                                             Attachments



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                                      -4-


         IN WITNESS WHEREOF I have hereunto set my hand and seal this 10th day
of June 2002.



SIGNED, SEALED AND DELIVERED          )
in the presence of:                   ) /s/ LLOYD FIORINI                 l/s
                                      )-----------------------------------
                  /s/ DENISE TAMO     )        Lloyd Fiorini
WITNESS SIGNATURE                     )
                                      )
Denise Tamo                           )
----------------------------------    )
PRINT NAME OF WITNESS                 )
                                      )
5299 Russell View Rd. Mississauga, ON )
----------------------------------    )
ADDRESS OF WITNESS


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                             FULL AND FINAL RELEASE


                  THE UNDERSIGNED (hereinafter called the "Releasor", which term
includes successors, heirs, executors, administrators, estate trustees and
assigns) in consideration of the payments (the "Payments") referred to in the
letter agreement dated June 4, 2002 (the "Letter Agreement") to the Releasor
from the Employer (as defined below) and other good and valuable consideration,
the receipt and sufficiency of which is hereby irrevocably acknowledged, hereby
remises, releases and forever discharges TLC VISION CORPORATION (hereinafter
referred to as the "Employer") and all related and affiliated corporations and
divisions, and each of their respective present and former directors, officers,
agents, servants and employees (all of the foregoing hereinafter referred to as
the "Releasees", which term includes all successors, heirs, executors,
administrators, estate trustees and assigns) for whom the Employer acts as agent
and in trust of and from all actions, causes of action, suits, debts, dues,
accounts, bonds, covenants, contracts, claims and demands whatsoever, whether
presently known or unknown, which the Releasor ever had, now has or may
hereafter have against the Releasees, or any of them, for or by reason of, or in
any way arising out of any cause, matter or thing existing up to the present
time, and without limiting the generality of the foregoing, including the
Employment Agreement dated March 1, 2000 between the Releasor and the Employer,
the Stock Option Plan, the Releasor's hiring by, employment with and termination
of employment with the Employer (which employment the undersigned does not
intend to resume), and all claims or entitlements to salary, vacation pay,
leave, benefits, expenses, bonus, commission, overtime pay, notice of
termination, pay in lieu of notice of termination, termination pay or severance
pay and wrongful dismissal damages, whether arising by contract (express or
implied), at common law, in equity or pursuant to any applicable federal or
provincial legislation including the Employment Standards Act (Ontario) and the
Ontario Human Rights Code (the "Employment Claims").

                  AND the Releasor hereby specifically covenants, represents and
warrants to the Releasees that the Releasor has no further claims against the
Releasees for, in respect of or arising out of any cause, matter or thing
including any Employment Claims, If the Releasor should make hereafter any claim
or demand or commence or threaten to commence any action, proceeding or make any
claim against the Releasees or anyone for or by reason of any cause, matter or
thing, this document may be raised as an estoppel and complete bar to any such
claim, demand, action, proceeding or complaint.


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                                      -2-


                  AND IT IS FURTHER AGREED AND UNDERSTOOD that the Releasees do
not by the Payments aforesaid or otherwise admit any liabilities or obligations
of any kind whatsoever to the Releasor and such liabilities and obligations are,
in fact, denied.

                  AND IT IS FURTHER AGREED that for the consideration aforesaid,
the Releasor will not make any claim or commence or maintain any action or
proceeding against any person or corporation, or the Crown, in which any claim
could arise against the Releasees, or any of them, for contribution or indemnity
or any other relief over.

                  AND IT IS FURTHER AGREED that for the consideration aforesaid,
the Releasor will indemnify and save harmless the Releasees in respect of all
taxes and insurance payments and repayments and all interest, fines, penalties,
demands and other charges of any kind whatsoever, and all related costs and
expenses, that may be claimed from or payable by any of the Releasees in respect
of the Payments or any other amounts paid by the Releasees to the Releasor in
respect of the Releasor's employment with the Employer or in respect of the
Releasor's termination therefrom or any amounts which may be found to be payable
by any of the Releasees in respect of the Releasor.

                  AND IT IS FURTHER AGREED that for the consideration aforesaid,
the Releasor will not disclose the existence or the terms of any agreement
between the Releasor and the Employer regarding the Releasor's termination from
employment with the Employer other than to his solicitor, spouse, financial
advisor and necessary government representatives as required by law.

         AND THE RELEASOR ACKNOWLEDGES:

         (a)      I have had an adequate opportunity to read and consider this
                  Full and Final Release and to obtain such legal or other
                  advice in regard to it as I considered advisable;

         (b)      I understand the meaning of the provisions of this Full and
                  Final Release and the consequences of signing it; and

         (c)      I am signing this Full and Final Release voluntarily, without
                  coercion, and without reliance on any representation,
                  expressed or implied, by the Releasees or any of them, other
                  than those contained herein.

                  IN WITNESS WHEREOF I have hereunto set my hand and seal this
10th day of June 2002.



SIGNED, SEALED AND DELIVERED          )
in the presence of:                   )
                                      )
/s/ DENISE TAMO                       )        /s/ LLOYD FIORINI
-----------------------------         )        --------------------------------
WITNESS SIGNATURE                     )        Lloyd Fiorini
                                      )
Denise Tamo                           )
-----------------------------         )
PRINT NAME OF WITNESS                 )
                                      )
5299 Russell View Rd. Mississauga, ON )
-----------------------------         )
ADDRESS OF WITNESS