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                                                                 EXHIBIT 10.12


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          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.
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                        AGREEMENT FOR CONSULTING SERVICES


         This Agreement is made by and between Focal, Inc., a Delaware
corporation, (the "Company") and Marvin J. Slepian, M.D. (the "Consultant") as
of January 1, 2000.

         1. SERVICES. The Consultant shall provide to the Company the services
set forth in Exhibit A hereto in accordance with the terms and conditions
contained in this Agreement.

         2. TERM. The term of this Agreement is for seven (7) years, from
January 1, 2000 to December 31, 2006. Upon expiration or any termination of this
Agreement, all rights and obligations of the parties shall terminate; provided,
however, that (a) such expiration or termination shall not relieve either party
of any obligations accrued prior thereto, and (b) Paragraphs 2, 5, 6 and 8 shall
continue in effect.

         3. CONSIDERATION FOR SERVICES RENDERED. In exchange for the
Consultant's providing the services as described herein, the Company shall pay
the Consultant the amount set forth in paragraph 4 of Exhibit A. In addition,
the Company shall reimburse the Consultant for all expenses approved in writing
by the Company including, without limitation, travel.

         4. NATURE OF RELATIONSHIP. The Consultant is an independent contractor
and will not act as an agent nor shall he be deemed an employee of the Company
for any purposes, including without limitation any employee benefit programs,
income tax withholding, FICA taxes, unemployment benefits or otherwise. The
Consultant shall not enter into any agreement or incur any obligations on the
Company's behalf, or commit the Company in any manner whatsoever, without the
Company's prior written consent.

         5. INVENTIONS, PATENTS AND TECHNOLOGY. The Consultant shall promptly
and fully disclose and assign and transfer to the Company any and all
inventions, improvements, discoveries, developments, original works of
authorship, trade secrets, or other intellectual property which relate directly
to current active projects of the Company within the field of ectoluminal
sealing and which are conceived, developed or reduced to practice by the
Consultant at the Company's request in the course of his performance of the
services performed for the Company hereunder ("Proprietary Information").
Proprietary Information shall be considered Company Information as defined in
Paragraph 6 hereinbelow, and treated accordingly by the parties. The Company
shall be the sole owner of all right, title and interest in and to any and all
Proprietary Information. Consultant shall execute any and all documentation
requested by the Company in connection with the foregoing.

         6. CONFIDENTIALITY. The Consultant agrees that he shall not use (except
for the Company's benefit) or divulge to anyone, either during the term of this
Agreement or for five (5) years thereafter, any of the Company's trade secrets
or other confidential or proprietary data or information of any kind whatsoever
("Company Information") acquired by the Consultant in carrying out the terms of
this Agreement. The Consultant further agrees that upon the expiration or any
termination of this Agreement, he will turn over to the Company, or make such
disposition thereof as may be directed or approved by the Company, any notebook,
data, information or other material acquired or compiled by the Consultant in
carrying out the terms of this Agreement. Notwithstanding the foregoing, the
Consultant shall be free to disclose any results, information, discoveries,
inventions or data which has been acquired by Consultant


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outside of this Agreement, except as otherwise agreed in writing between
Company and Consultant. The Consultant further agrees that he will not
disseminate and/or publish any research results, information, discoveries,
inventions or data conceived or developed in the course of any work sponsored
by the Company at any medical institution or any institution of higher
learning, without the written approval of the Company. Consultant shall not
divulge Company Information to any person unless approved in writing by the
Company. Nothing herein will limit or alter the rights and obligations of
Consultant and Endoluminal Therapeutics, Inc. under that certain Exclusive
License Agreement by and among the Consultant, Endoluminal Therapeutics, Inc.
and the Company effective as of January 1, 2000 attached hereto as Exhibit B
(the "License Agreement"), and in the event of any conflict between the terms
of this Agreement and the terms of the License Agreement, the terms of the
License Agreement will control.

         7. PRIMARY EMPLOYER. The Company and the Consultant recognize that the
Consultant's primary duty is to his current primary employer, and that such
primary employer's policy guidelines and the Consultant's obligations to such
primary employer shall govern in the event a conflict arises with this Agreement
or his obligations, hereunder. If the Consultant should leave his current
primary employer and accept employment with a similar institution, the
guidelines of that institution shall govern.

         8.       MISCELLANEOUS.

                  (a) NOTICES. Any notice required or permitted to be given
                  under this Agreement shall be sufficient if in writing and
                  delivered personally or by registered or certified mail,
                  postage prepaid and return receipt requested, as follows (or
                  to such other address as either party designates by notice to
                  the other party in accordance with this Section 8(a)) and
                  shall be deemed to have been given as of the date of personal
                  delivery, or as of the date on the receipt or as of the date
                  returned unclaimed if sent by registered or certified mail, as
                  the case may be:

                    If to the Company:        Focal, Inc.
                                              4 Maguire Road
                                              Lexington, Massachusetts 02421
                                              Attention: Robert J. Depasqua

                    If to Dr. Slepian:        Marvin J. Slepian, M.D.
                                              Endoluminal Therapeutics, Inc.
                                              5001 N. Summit Ridge Road
                                              Tucson, Arizona  85750


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                  (b) NO WAIVER; SEVERABILITY. No failure on the part of either
                  party to exercise, and no delay in exercising, any right or
                  remedy hereunder shall operate as a waiver thereof; nor shall
                  any single or partial exercise of any right or remedy
                  hereunder preclude any other or further exercise thereof or
                  the exercise of any other right or remedy granted hereby or by
                  any other document or by law. In the event that any provision
                  of this Agreement shall be invalid, illegal or other wise
                  unenforceable, the validity, legality and enforceability of
                  the remaining provisions shall in no way be affected or
                  impaired thereby.

                  (c) CHOICE OF LAW. This Agreement shall be deemed to be a
                  contract made under the law of the State of Arizona and for
                  all purposes this Agreement, plus any related or supplemental
                  documents and notices required hereby, shall be interpreted
                  and construed in accordance with and be governed by the law of
                  such state without regard to rules of conflicts of laws.

                  (d) MODIFICATIONS. This Agreement may not be and shall not be
                  deemed or construed to have been modified, amended, rescinded,
                  cancelled or waived, in whole or in part, except by written
                  instruments signed by the parties hereto.

                  (e) COMPLETE AGREEMENT. This Agreement, including Exhibit A
                  attached hereto and made a part hereof, constitutes and
                  expresses the entire agreement and understanding between the
                  parties as to the matters agreed to herein. All previous
                  discussions, promises, representations and understandings
                  between the parties relative to this Agreement, if any, are
                  hereby merged into this document.

                  (f) ASSIGNMENT. This Agreement shall not be assignable by
                  either party hereto. Notwithstanding the foregoing, upon prior
                  written consent to the Consultant, the Company may transfer
                  and assign this Agreement to an entity that succeeds to
                  greater than twenty percent (20%) of its business or assets
                  relating to this Agreement and such party must assume in
                  writing, all obligations and liabilities of the Company under
                  this Agreement. This Agreement shall inure to and be binding
                  upon successors and assigns of a party hereto.

                  (g) NO CONSEQUENTIAL DAMAGES. In no event shall either party
                  be liable for special, incidental or consequential damages
                  arising out of any breach of this Agreement.

                  (h) SUBCONTRACTORS. The Consultant may not subcontract any
                  part or all of the services to be provided without the prior
                  written consent of the Company; however, the Consultant may,
                  at his own expense, use assistants to accomplish the services
                  required by this Agreement.


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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.


                                        CONSULTANT:



                                        /s/ Marvin J. Slepian
                                        Marvin J. Slepian, M.D.

                                        5001 North Summit Ridge Road
                                        Tucson, AZ  85750


                                        FOCAL, INC.



                                        /s/ Robert J. DePasqua
                                        By:  Robert J. DePasqua
                                        Title:  President and Chief Executive
                                                Officer


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          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.
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                        AGREEMENT FOR CONSULTING SERVICES

                                    EXHIBIT A

1.       Description of consulting services: See Attachment #1.

2.       Anticipated Number of Days per Month: one (up to 12 days per year as
         required by the Company).

3.       The Consultant shall report to the Company's Vice President of Product
         Development.

4.       Consideration for services.

                  $[**] per year payable in cash as follows:

                  (a) $[**] directly to the Consultant in monthly installments
                  of $[**] each on the first day of each calendar month,
                  commencing January 1, 2000, and

                  (b) $[**] (which amount shall include any and all overhead
                  charges) directly to the University of Arizona in monthly
                  installments of $[**] each on the first day of each calendar
                  month, commencing January 1, 2000.

         The Company represents to the Consultant that the first two (2) of such
         installments to each of the Consultant and the University of Arizona
         were paid by the Company prior to the execution of this Agreement.



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                                  ATTACHMENT #1

1.       Scientific Advisor:

         -        Attend advisory meetings at times and places reasonably
                  acceptable to the Consultant in light of his commitment to his
                  primary employer.

         -        Play a key role in the Company's product development effort.

         -        Be available for review of Company research plans.

         -        Be available to consult for the Company in the area of
                  physician and patient needs in the clinical application of its
                  products.

2.       Attendance at outside meetings as requested by the Company at times and
         places reasonably acceptable to the Consultant in light of his
         commitments to his primary employer, including without limitation the
         following:

         -        Corporate development meetings.

         -        Fund raising meetings.

         -        Regulatory agency meetings.

3.       Recruiting:

         -        Play an important role in recommending key employees and
                  medical/scientific advisors to aid the Company's efforts.

         -        As requested by the Company, interview key candidates.

         -        As requested by the Company, check references on key
                  candidates.


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                           EXCLUSIVE LICENSE AGREEMENT

                                    EXHIBIT B













                [FILED WITH THE COMMISSION AS A SEPARATE EXHIBIT]