EXHIBIT 10.12

                              EQUIDYNE CORPORATION
                      11770 BERNARDO PLAZA COURT, SUITE 351
                           SAN DIEGO, CALIFORNIA 92128

Via Fax

MAY 5, 2002

HNS International Inc.
Attn: Mr. Jim Fukushima
17662 Irvine Blvd., Suite 20
Tustin, CA  92780

Re:  Letter Agreement for Consulting Services Related to Marketing of Company's
     Technology

Dear Jim:

This letter agreement ("Agreement") will confirm the terms of the engagement of
HNS International, Inc. ("HNS") as a consultant to Equidyne Corporation (the
"Company") for the purpose of marketing the Company's technology. In this
regard, you agree to use your best efforts, from the date of this Agreement
through the end of 2002, to perform the following services (the "Consulting
Services") on behalf of the Company:

      1)    identify multiple entities which may have an interest in licensing
            or otherwise acquiring rights to the Company's technology and/or
            manufacturing capabilities ("Interested Parties");

      2)    market the Company's technology to Interested Parties in a manner
            facilitating the probability of such Interested Parties making
            offers to license or otherwise acquire rights to the Company's
            technology and/or manufacturing capabilities;

      3)    act as a liaison between the Company and Interested Parties and
            facilitate meetings between officers of the Company and such
            Interested Parties; and

      4)    provide the Company with periodic written reports, as may be
            requested by either the CEO or President, regarding your activities
            performed pursuant to this Agreement.

It is agreed and understood that HNS shall utilize your personal services in
performing the Consulting Services hereunder. It is agreed and understood that
HNS's Consulting services will be focused on contacting and marketing to
Interested Parties located in Japan, China, Korea, and Taiwan unless advance
written permission is given by the Company to contact and market to Interested
Parties outside of Japan. It is agreed that HNS will comply with any
confidentiality and other guidelines established by the Company with regard to
your Consulting Services. It is agreed and understood that you will have no
authority to unilaterally enter into any contract or make any representations or
warranties on behalf of the Company. It is also agreed and understood that the
Company shall be free to undertake its own efforts, separate from the Consulting
Services contemplated by this Agreement, to market the Company's technology to
Interested Parties outside of Japan and/or to engage other persons or entities
with regard to such marketing efforts outside of Japan.

It is agreed and understood that the Company will pay HNS a $25,000 fee for your
Consulting Services. Such fee will be paid at the rate of $10,000 payable at the
end of the month of June, 2002 and $5,000 payable at the end of the months of
July, August and September of 2002. In addition, you will be reimbursed up to
$50,000 for documented overseas expenses (subject to review and approval by the
Company) which have been incurred by HNS in performing its Consulting Services
during the time period from the date of this Agreement through December 31,
2002. In addition to the foregoing, in the event your Consulting Services
produce a transaction, based upon direct contact between the Company and the
Interested Party which has been initiated by December 31, 2002 which closes on
or before June 30, 2003, acceptable to the Company's Board of Directors,
involving the licensing and/or acquisition of rights to the Company's technology
and/or manufacturing capabilities, HNS will be paid a commission ("Commission"),
based on the amount of cash received by the Company at the closing of such a
transaction (the "Closing"), as follows:



               5% of 1st $5 Million Cash Received at Closing;

               10% of 2nd $5 Million Cash Received at Closing;

               15% of Next $7.5 Million Cash Received at Closing; and

               20% of Any Additional Cash Received at Closing in Excess of
               $17.5 Million

It is agreed that either party may terminate this Agreement upon written notice
to the other party. Notwithstanding the foregoing, it is agreed and understood
that the Company's obligation to pay the above referenced commission as set
forth above shall survive any termination of this Agreement.

The Company agrees to use its reasonable efforts to supply you with product
samples to demonstrate the Company's technology, as available, for marketing
purposes at no cost and to supply HNS with the services of an employee,
technically trained in engineering, to address manufacturing and production
inquiries in Japan as required.

This Agreement shall be governed by and for all purposes; construed in
accordance with the laws of the State of California as it applies to contracts
made and to be performed entirely within the State of California. Please
indicate your acceptance of the terms of this Agreement by signing in the space
indicated below.

Sincerely,

/s/ Mark Myers
--------------
Mark Myers
President

Agreed and Accepted on behalf of HNS International, Inc. as of the 5th day of
May, 2002 .

By:  /s/ Jim Fukushima
     ------------------------
     Jim Fukushima, President
     HNS International, Inc.


                                       2