Exhibit 4.4.1


January 28, 2003

Mr. Mark C. Myers
1913 Deerfield Dr.
Plano, TX 75023
                            Re:      Compensation

Dear Mark:

         In consideration of your contributions to Equidyne Corporation and its
affiliates ("Equidyne" or the "Company") over the past year, we are pleased to
extend to you the following compensation on the terms set forth below.


         1.   Compensation.

                  1.1 Base Salary In consideration of your services, you will be
                  paid a base biweekly salary of $7,615.38 ($198,000
                  annualized), effective December 31, 2002, payable in
                  accordance with Equidyne's standard payroll practices.

                  1.2 Stock In consideration of your services, the Board of
                  Directors has granted you an additional option to purchase
                  180,000 shares of Common Stock of Equidyne under the Company's
                  2002 Long Term Incentive And Share Award Plan. The option will
                  be exercisable at $0.34 per share, the fair market value of
                  the Common Stock on the date of grant or January 14, 2003.
                  90,000 of these options are exercisable immediately and the
                  balance will vest monthly over a 12-month period from the date
                  of grant, based on continued employment. Your option will have
                  a term of ten years, though if your employment terminates
                  before that time, only the shares which have vested prior to
                  that time will be exercisable for the balance of their term on
                  a non-qualified basis. The terms of your option will be set
                  forth in the stock option agreement between you and the
                  Company.

                  1.3 Bonus Payment In addition to your base salary and stock
                  options, you will also receive a cash bonus of $77,000 with
                  $38,500 paid in the next regular pay cycle with normal
                  deductions following your acceptance of this letter. The
                  balance to be paid in equal installments on March 31, 2003,
                  June 30, 2003 and September 30, 2003 contingent on continued
                  employment.

         All other terms of your employment shall remain as set forth in the
December 26, 2001 letter agreement.

         You acknowledge that your employment with Equidyne is for an
unspecified duration that constitutes at-will employment, and that either you or
Equidyne can terminate this relationship at any time for any reason, with or
without cause and with or without prior notice as set forth in the December 26,
2001 letter agreement.












         Please acknowledge and confirm your acceptance of this letter by
signing and returning the enclosed copy of this letter as soon as possible.

                                                     EQUIDYNE CORPORATION


                                                     By: /s/ Marcus Rowan
                                                         -----------------------
                                                         Marcus Rowan
                                                         CEO

ACCEPTANCE:

         I accept the terms of my employment with Equidyne Corporation as set
forth herein. I understand that this letter does not constitute a contract of
employment for any specified period of time, and that my employment relationship
may be terminated by either party, with or without cause and with or without
notice.

                  /s/ Mark C. Myers                  1/31/03
                  -----------------                  ------------------
                  Mark C. Myers                      Date