TERMINATION AGREEMENT



     AGREEMENT, dated as of July 26, 2001, between J. RANDALL NELSON (the

"Executive") and EQUIDYNE CORPORATION, a Delaware corporation (the "Company").



                                    RECITALS



     A. The Executive and the Company are pates to an Employment Agreement,

dated December 1, 1999 (the "Employment Agreement"), which provides the terms

and conditions of the Executive's employment with the Company.



     B. The Executive has submitted his voluntary resignation from the Company

effective July 31, 2001 (the "Termination Date"), and the Company has accepted

the resignation effective on the Termination Date.



     C. The Company and the Executive mutually desire to provide for the

provisions of the termination of the Executive's employment, as set forth

herein.



     1. Termination. The Executive and the Company agree that as of the close of

business on July 31, 2001, the Executive's employment with the Company and its

subsidiary Equidyne Systems, Inc. ("ESI") shall terminate and he shall cease to

serve as an executive officer of the Company and as an officer and/or director

of ESI. Upon the Termination Date, the Employment Agreement shall terminate in

its entirety, except to the extent specifically provided herein. Following the

execution of this Agreement, the expiration of the Revocation Period set forth

in Section 2.1 below without the Executive having exercised his rights to revoke

this Agreement, this Agreement will become effective and be the sole agreement

governing the rights, relationship, obligations and duties of the Company and

the Executive to each other. The Executive has separately resigned as a director

of the Company effective on July 31, 2001.



     2. Benefits.



     2.1 Revocation Period. Provided that the Executive does not timely revoke

his consent to this Agreement within seven calendar days after his execution of

this Agreement in accordance with the provisions of the Older Worker Benefit

Protection Act, as amended, (the "Revocation Period"), in consideration for the

Executive's acceptance and execution of this Agreement, the Company shall,

solely in accordance with the terms of this Agreement grant the Executive

additional consideration as provided for in this Section 2.



     2.2 Stock Options. (a) As of the date hereof, the Executive holds vested

options (the "Options") for the purchase of an aggregate of 600,000 shares (the

"Option Shares") of the Company's Common Stock, $.01 par value (the "Common

Stock"), at an exercise price of $1.12 per share. By reason of the Executive's

termination of employment, these Options would expire three months after the

Termination Date. However, the Company and the Executive agree that the

expiration date of the Options shall be extended to twelve months after the

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