Exhibit 10.12     Term Sheet Joseph Stevens & Co. 1/31/03

                   Proposed Term Sheet (Strictly Confidential)

Issuer:                    Emergency Filtration Products  (OTC BB: EMFP)

Amount of Placement:       A minimum of $300,000 and a maximum of $600,000.

Securities:                Authorized but unregistered common stock priced at
                           $.18 per share plus one three year, non callable
                           warrant for every dollar invested exercisable at
                           $0.25. The warrant will be registered with the above
                           issued common stock.

Closing Date:              On or about March 1, 2003.

Registration:              Promptly, but no later than thirty (30) days from the
                           closing date, the Issuer shall file a registration
                           statement with the United States Securities &
                           Exchange Commission ("SEC") and use its best efforts
                           to ensure that such registration statement is
                           declared effective within 90 days from the filing
                           date. In the event the registration statement is not
                           declared effective within 90 days, the Issuer's
                           registration obligation is deemed in default. As a
                           result, the Issuer shall pay to the Investor(s) a
                           cash amount, within 3 business days for every 30 day
                           period starting from the 91st day from closing until
                           such default is cured, equal to 2% of the outstanding
                           principal amount of investment per month, as
                           liquidated damages, and not as penalty. The Issuer
                           shall keep the registration statement "evergreen" for
                           at least 2 years from the anniversary date from the
                           closing.

Placement Fees:            Issuer agrees to pay placement agent a
                           placement fee of 10% plus a non accountable charge of
                           3% of the gross proceeds raised payable in cash
                           directly from escrow. Furthermore, for every dollar
                           of the gross proceeds raised Joseph Stevens & Co.
                           will receive one 3 year non callable warrant
                           exercisable at $0.25.

No Undercut:               Within 180 days from the date that the
                           investor(s) may legally sell the stock in the open
                           market, if Issuer issues additional common stock or
                           convertible instrument with the potential for the
                           common stock priced below the average closing price
                           of this placement, additional shares to make up the
                           difference shall be automatically issued to
                           investor(s) at no further cost to investor(s).

     Look Back Clause: Upon the completion of the registration, the average of
the bid and ask prices for the prior 3 days of trading must be at or above $.18.
If the average is below that price, additional shares to make up the difference
shall be automatically issued to investor(s) at no further cost to investor(s).
Starting 120 days from the date of effective registration, if any average ten
trading days' closing bid is below $0.18, then Issuer agrees to issue additional
common stock at Market Price (defined as the average of ten trading days'
closing bid price prior to the date of written request from investor) to make up
the difference between the investor's total net exit price and 120% of the
original investment. (Open book with respect to all transaction records of
Issuer's common stock is permitted for inspection by Issuer or its
representative). In lieu of issuing such additional stock, Issuer has the option
to redeem said financial damage, i.e. 120% of original investment - total net
sales proceeds, in cash.


Date: January 31, 2003
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Signed  \s\Douglas K. Beplate
       ------------------------

Name in Print  Douglas K. Beplate
             ---------------------

Position: President, Emergency Filtration Products
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 Date: January 29, 2003
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 Signed:  \s\Joseph Sabora
        --------------------

 Name in Print  Joseph Sabora
              ----------------

     Position:  CEO, Joseph Stevens & Co.
              --------------------------------