Exhibit 4.12
                                  ------------

                                                      BRIDGESTREAM PARTNERS, LLC
                                                             1370 Emerald Street
                                                             San Diego, CA 92109
                                                                  (858) 273-2904
                                                            FAX:  (858) 273-4885
                                                       Bill@bridgestreamprts.com




May 9, 2001

Mr. Stephen F. Owens, Chief Executive Officer
American Fire Retardant Corp.
9337 Bond Avenue
El Cajon, Ca.  92021

F 619 390-6889


     Re: Proposed Consulting Engagement Term Sheet

Background
----------

American Fire Retardant Corp. ( the "Company"), is a Nevada Corporation which
began trading on the NASDAQ, O-T-C Bulletin Board market (AFRC) as of April 19,
2001. The Company is in the process of filing a SB-2 registration (the
"Offering") for up to 6,000,000 shares of its common stock in order to raise up
to $3,000,000.

The company has a need for an immediate infusion of cash in the amount of
$250,000 to satisfy certain obligations before the equity Offering can become
effective.

Longer term, the Company needs a minimum of $800,000 and maximum of $3,000,000
for working capital, marketing, and mergers and acquisitions.

In order that the Company may accomplish the above referenced objectives
BRIDGESTREAM Partners proposes to assist the Company in:

     A)   Securing a back-up banking relationship to replace Bank of America.

     B)   Advising  in the  restructuring  and  renegotiating  of the  Company's
          factoring  relationship  with  Private  Capital,  Inc.  and  upon  the
          infusion  of  additional  equity,  assist and  advise  the  Company in
          selecting alternative receivable financing arrangements.

     C)   Assist and  advise the  Company  in the  analysis  of the  prospective
          acquisition of a $300,000 revenue company,  privately held with pretax
          profit of approximately $140,000.

<PAGE>
Additional Needs:

     A)   Corporate Development Officer at the Executive Vice President level to
          assist the Company with the various  "becoming  public"  needs such as
          continuing fund raising  efforts,  coordination of market makers,  and
          investor relations.

          Additionally,  the  acquisition/merger  activities  are to become  his
          responsibility  along  with  the  roll-out  of the  Company's  aerosol
          product  introduction  and/or  strategic  partnering with  significant
          manufacturer(s)/distributor(s).

     B)   Chief Executive Officer with:

          a.   Successful IPO knowledge and experience;
          b.   Background in the industry; and
          c.   Fund raising capabilities inclusive of the ability to effectively
               present the Company to the financial markets.

     C)   Chief Financial Officer


          BRIDGESTREAM  will both staff and source these  candidates  with terms
          mutually agreeable to the Company and the prospective candidate(s).

Retainer - $22,500 (non-refundable) payable in the equivalent of common stock to
be registered as soon as possible with the filing of the S-8 registration as
follows:

          $7,500 upon  execution  of a formal  engagement  letter with terms and
          conditions substantially consistent with this term sheet.

          $7,500 payable 30 days after execution of engagement letter.

          $7,500 payable 60 days after execution of engagement letter.

          Prepayment of any travel expenses pre-approved by the Company.

          All other expenses  incurred by BRIDGESTREAM to be pre-approved by the
          Company and reimbursed to  BRIDGESTREAM  upon receipt of invoice (with
          receipts).

An Executive Search Fee still to be negotiated and mutually agreed upon based on
overall consideration paid to the hired candidate plus reimbursement of
BRIDGESTREAM's out of pocket expenses will be due Bridgestream as invoiced.

All fees payable to BRIDGESTREAM are to be paid simultaneously with
consideration being made available to the Company.

<PAGE>

Term
----

     Twelve  months from the date  execution  of  engagement  letter plus annual
renewal provisions to be mutually agreed upon.

Other Requirements
------------------

     a)   Industry Standard Indemnification.

     b)   Tombstone Rights.

     c)   The  Company  shall  not  enter  into  any   discussions  or  business
          relationships  with  any  parties  introduced  to it  by  Bridgestream
          Partners, LLC or any of its affiliates.

If the terms outlined herein are acceptable to you, please acknowledge same
herewith and return an executed copy of this letter to me via fax.

Sincerely,

BRIDGESTREAM PARTNERS, LLC


---------------------------------------------
William R. Willard, Managing Principal                 Date


Acknowledged and Agreed to:



AMERICAN FIRE RETARDANT CORP.


By: -----------------------------------------
    Stephen F. Owens, Chief Executive Officer          Date